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EXHIBIT 5.1
November 13, 2000
Celeritek, Inc.
3236 Scott Boulevard
Santa Clara, California 95054
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about November 13, 2000
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of (i) 750,000 shares of your Common Stock
reserved for issuance under the 1994 Stock Option Plan (the "1994 Plan") and
(ii) 200,000 shares of your Common Stock reserved for issuance under the 2000
Nonstatutory Stock Option Plan (the "2000 Plan"). The 750,000 shares of Common
Stock reserved under the 1994 Plan and the 200,000 shares of Common Stock
reserved under the 2000 Plan are referred to collectively hereinafter as the
"Shares," and the 1994 Plan and the 2000 Plan are referred to hereinafter
collectively as the "Plans." As your legal counsel, we have examined the
proceedings taken and proposed to be taken in connection with the issuance, sale
and payment of consideration for the Shares to be issued under the Plans.
It is our opinion that, when issued and sold in compliance with
applicable prospectus delivery requirements and in the manner referred to in the
Plans and pursuant to the agreements which accompany the Plans, the Shares will
be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
