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EXHIBIT 5.0
OPINION OF BROBECK, PHLEGER & HARRISON LLP
October 13, 2000
Gasonics International Corporation
2540 Junction Avenue
San Jose, CA 95134-1909
Re: Gasonics International Corporation Registration Statement on Form
S-8 for 200,000 Shares of Common Stock
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 the initial reserve of 200,000 shares of the Company's common stock
("Common Stock") authorized for issuance under the Company's Supplemental Stock
Option Plan (the "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 of the
Plan. Based on such review, we are of the opinion that if, as and when the
shares of Common Stock are issued and sold (and the consideration therefor
received) pursuant to the provisions of stock option agreements duly authorized
under the 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 5.1 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
Plan or the shares of Common Stock issuable under such plan.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
