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[LATHAM & WATKINS LETTERHEAD]
December 5, 2000
Tegal Corporation
2201 South McDowell Boulevard
Petaluma, California 94955
Re: Tegal Corporation
1,300,000 shares of Common Stock, par value $0.01 per share
Ladies & Gentlemen:
In connection with the registration under the Securities Act
of 1933, as amended, of an aggregate of 1,300,000 shares (the "Shares") of
common stock, par value $0.01 per share, of Tegal Corporation, a Delaware
Corporation (the "Company"), issuable under the Tegal Corporation Second Amended
and Restated 1998 Equity Participation Plan (the "Equity Plan") and the Second
Amended and Restated Option Plan for Outside Directors of Tegal Corporation
(together with the Equity Plan, the "Plans") by the Company on Form S-8 filed
with the Securities and Exchange Commission on December 4, 2000 (the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below.
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares. In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and instruments as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
We are opining herein as to the effect on the subject
transaction only of the General Corporation Law of the State of Delaware, and we
express no opinion with respect to the applicability
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Tegal Corporation
December 5, 2000
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thereto, or the effect thereon, of any other laws, or as to any matters of
municipal law or the laws of any other local agencies within the state.
Subject to the foregoing, it is our opinion that the Shares to
be issued under the Plans have been duly authorized, and upon the issuance and
delivery of the Shares in the manner contemplated by the Plans, and assuming the
Company completes all actions and proceedings required on its part to be taken
prior to the issuance and delivery of the Shares pursuant to the terms of the
Plans, including, without limitation, collection of required payment for the
Shares, the Shares will be validly issued, fully paid and nonassessable.
This opinion is rendered only to you and is solely for your
benefit in connection with the transactions covered hereby. This opinion may not
be relied upon by you for any other purpose, or furnished to, quoted to or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent. We consent to your filing this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Latham & Watkins
