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EXHIBIT 5
Opinion and Consent of Brobeck, Phleger & Harrison LLP
August 16, 2000
Ultratech Stepper, Inc.
3050 Zanker Road
San Jose, California 95134
Re: Ultratech Stepper, Inc. Registration Statement for Offering of
400,000 Shares of Common Stock
Dear Ladies and Gentlemen:
We have acted as counsel to Ultratech Stepper, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
an additional 400,000 shares of the Company's common stock (the "Shares") for
issuance under the Company's Supplemental Stock Option/Stock Issuance Plan, as
amended and restated effective June 29, 2000 (the "Supplemental Plan").
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment and
amendment of the Supplemental Plan. Based on such review, we are of the opinion
that if, as and when the Shares are issued and sold (and the consideration
therefor received) pursuant to (a) the provisions of option agreements duly
authorized under the Supplemental Plan and in accordance with the Registration
Statement or (b) duly authorized direct stock issuances under the Supplemental
Plan effected in accordance with the Registration Statement, such Shares will be
duly authorized, legally issued, fully paid and non-assessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Supplemental Plan or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
