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June 30, 2000
Micro Component Technology, Inc.
2340 West County Road C
St. Paul, MN 55113-2528
RE: Form S-1 Registration Statement
Ladies and Gentlemen:
You have requested our opinion with regard to the legality of the
proposed initial public offering by Micro Component Technology, Inc. (the
"Company") of up to 3,450,000 shares of the Company's common stock, par value
$.01 per share.
We have examined the Articles of Incorporation of the Company, the
Bylaws of the Company, the minutes of all meetings of the directors of the
Company in which any action was taken pertaining to the issuance of the
shares to be registered, the Registration Statement on Form S-1, any
amendments thereto, and other matters deemed relevant by us.
Based upon our examination of the foregoing documents and questions of
law as we have deemed applicable, we are of the following opinion:
1. That the Company is a corporation duly organized and existing under
the laws of the State of Minnesota.
2. That the shares to be offered by the Company in the proposed initial
public offering, when issued upon the terms and in the manner set forth
in the Registration Statement and related prospectus, will be legally
issued, fully paid and nonassessable shares of the Company's common
stock, par value $.01 per share.
The undersigned firm hereby consents to the inclusion of this letter as
part of the Registration Statement referred to above, and any amendment
thereto, and to the use of this firm's name under the caption "Legal Matters"
in the Prospectus forming a part of the Registration Statement.
Very truly yours,
BEST & FLANAGAN LLP
By: /s/ James C. Diracles
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James C. Diracles, a Partner
