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Exhibit 5
BINGHAM DANA LLP
150 FEDERAL ST
BOSTON, MASSACHUSETTS 02110-1726
August 2, 2000
Signal Technology Corporation
222 Rosewood Drive
Danvers, MA 01923
Re: Registration Statement on Form S-3
Under the Securities Act of 1933, as amended
Ladies and Gentlemen:
We have acted as counsel for Signal Technology Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 2,530,000 shares of the
Company's Common Stock, par value $.01 per share (the "Shares," which term
includes 2,000,000 shares offered by the Company, 200,000 shares offered by
certain stockholders of the Company and also 330,000 shares that may be offered
by the Company solely in order to cover over-allotments, if any), pursuant to a
Registration Statement on Form S-3 (the "Registration Statement"), filed with
the Securities and Exchange Commission on August 2, 2000.
As such counsel, we have reviewed the corporate proceedings of the
Company with respect to the authorization of the issuance of the Shares. We have
also examined and relied upon originals or copies, certified or otherwise
authenticated to our satisfaction, of such corporate records, instruments,
agreements or other documents of the Company, and certificates of officers of
the Company as to certain factual matters, and have made such investigation of
law and have discussed with officers and representatives of the Company such
questions of fact, as we have deemed necessary or appropriate to enable us to
express the opinions rendered hereby.
In our examination, we have assumed the genuineness of all signatures,
the conformity to originals of all documents reviewed by us as copies, the
authenticity and completeness of all original documents reviewed by us in
original or copy form and the legal competence of each individual executing a
document.
We have also assumed that an Underwriting Agreement substantially in
the form of Exhibit 1.1 to the Registration Statement, by and among the Company,
certain of its
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stockholders named therein, and the underwriters named therein (the
"Underwriting Agreement"), will have been duly executed and delivered pursuant
to the authorizing votes of the Board of Directors of the Company and that the
Shares will be sold and transferred only upon the payment therefor as provided
in the Underwriting Agreement. We have further assumed that the registration
requirements of the Act and all applicable requirements of state laws regulating
the sale of securities will have been duly satisfied.
This opinion is limited solely to the Delaware General Corporation Law
as applied by courts located in Delaware, the applicable provisions of the
Delaware Constitution and the reported judicial decisions interpreting those
laws.
Based upon the foregoing, we are of the opinion that the Shares to be
offered by the selling stockholders referred to above have been validly issued
and are fully paid and non-assessable, and the Shares to be offered by the
Company, when delivered and paid for in accordance with the provisions of the
Underwriting Agreement, will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ BINGHAM DANA LLP
