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EXHIBIT 5
OPINION OF BROBECK, PHLEGER & HARRISON LLP
October 23, 2000
Gasonics International Corporation
2540 Junction Avenue
San Jose, CA 95134-1909
Re: Gasonics International Corporation Registration Statement on Form S-8
for 64,774 Shares of Common Stock
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Ladies and Gentlemen:
We have acted as counsel to Gasonics International Corporation, 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
64,774 shares of the Company's common stock reserved for issuance under the
Gamma Precision Technology, Inc. 1998 Stock Option Plan as assumed by the
Company (the "Gamma 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 with respect to the assumption of the Gamma
Plan and the options outstanding thereunder in connection with the Company's
acquisition of Gamma Precision Technology, Inc. Based on such review, we are of
the opinion that if, as and when the shares of the Company's common stock are
issued and sold (and the consideration therefor received) pursuant to the
provisions of option agreements for the outstanding options assumed under the
Gamma Plan and 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
Gamma Plan or the shares of the Company's common stock issuable thereunder.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
