EXHIBIT 5.1
November 15, 2000
The Board of Directors
Key Technology, Inc.
150 Avery Street
Walla Walla, Washington 99362
Re: Key Technology, Inc.
Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to Key Technology, Inc., an Oregon
corporation (the "Company") in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
covering 1,000,000 shares of common stock, no par value, of the Company (the
"Shares") to be issued under the Company's 1996 Employees' Stock Option Plan
(the "Plan").
In our capacity as such counsel, we have reviewed the corporate
actions of the Company in connection with this matter and have examined and
relied upon the originals, or copies certified or otherwise identified to our
satisfaction, of such corporate records, documents or other evidence as we have
deemed necessary or appropriate for the purposes of the opinion hereinafter
expressed.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized by all necessary corporate action of the Company, and when
issued and sold by the Company against payment therefore pursuant to the terms
of the Plan, the Shares will be validly issued, fully paid and non-assessable.
We are members of the bar of the State of Oregon and are expressing
our opinion only as to matters of Oregon law.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Tonkon Torp LLP
Tonkon Torp LLP
