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EXHIBIT 5.1
[Latham & Watkins Letterhead]
May 30, 2000
Tegal Corporation
2201 S. McDowell Blvd.
Petaluma, California 94954
Re: $30,000,000 Aggregate Offering
Price of Securities of Tegal Corporation
Ladies and Gentlemen:
In connection with the registration statement on Form S-3 filed on
May 30, 2000 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), you have requested our opinion with respect to the matters
set forth below.
You have provided us with a draft prospectus (the "Prospectus") which is
a part of the Registration Statement. The Prospectus provides that it will be
supplemented in the future by one or more supplements to the Prospectus (each a
"Prospectus Supplement"). The Prospectus as supplemented by various Prospectus
Supplements will provide for the issuance and sale by Tegal Corporation, a
Delaware corporation (the "Company") of up to $30,000,000 aggregate offering
price of (i) shares of common stock, par value $0.01 per share (the "Common
Stock"), and (ii) warrants to purchase Common Stock ("Warrants"). The Common
Stock and Warrants are collectively referred to herein as the "Securities." The
Warrants may be issued pursuant to one or more warrant agreements (collectively,
the "Warrant Agreements"), in each case between the Company and a financial
institution identified therein as warrant agent (each, a "Warrant Agent").
In our capacity as counsel to the Company in connection with the
Registration Statement, we are generally familiar with the proceedings taken and
proposed to be taken by the Company in connection with the authorization and
issuance of the Securities. For purposes of this opinion, we have assumed that
such proceedings will be timely and properly completed, in accordance with all
requirements of applicable federal Delaware and New York laws, in the manner
presently proposed.
We have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to our satisfaction, of all such documents, corporate records and
instruments of the Company 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 have been furnished with, and with your consent have exclusively
relied upon, certificates of officers of the Company with respect to certain
factual matters. In addition, we have obtained and relied upon such certificates
and assurances from public officials as we have deemed necessary.
We are opining herein as to the effect on the subject transaction only
of the federal securities laws of the United States, the General Corporation Law
of the State of Delaware, including statutory and reported decisional law
thereunder, and with respect to the opinion set forth in paragraph 1 below, the
internal laws of the State of New York, and we express no opinion with respect
to the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state.
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Subject to the foregoing and the other qualifications set forth herein,
it is our opinion that, as of the date hereof:
1. When (a) the applicable Warrant Agreement has been duly executed and
delivered, and the terms of the Warrants and of their issuance and sale have
been duly established in conformity with the applicable Warrant Agreement and
applicable law, and (b) when the Warrants have been duly executed and
countersigned in accordance with the applicable Warrant Agreement relating to
such Warrants, and issued and sold in the form and in the manner contemplated in
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), and (c) when the Registration Statement and any required
post-effective amendment thereto and any and all Prospectus Supplement(s)
required by applicable laws have all become effective under the Securities Act,
and (d) assuming that the terms of the applicable Warrant Agreement as executed
and delivered are as described in the Registration Statement, the Prospectus and
the related Prospectus Supplement(s), and (e) assuming that the applicable
Warrant Agreement as executed and delivered does not violate any law applicable
to the Company or result in a default under or breach of any agreement or
instrument binding upon the Company, and (f) assuming that the applicable
Warrant Agreement as executed and delivered complies with all requirements and
restrictions, if any, applicable to the Company, whether imposed by any court or
governmental or regulatory body having jurisdiction over the Company, and (g)
assuming that the Warrants are then issued and sold as contemplated in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
the applicable Warrant Agreement will constitute a valid and legally binding
obligation of the Company, enforceable against the Company in accordance with
the applicable Warrant Agreement's terms.
2. The Company has the authority pursuant to its Certificate of
Incorporation to issue up to 35,000,000 shares of Common Stock. Upon adoption by
the Board of Directors of the Company of a resolution in form and content as
required by applicable law and upon issuance and delivery of and payment for
such shares in the manner contemplated by the Registration Statement, the
Prospectus and the related Prospectus Supplement(s) and by such resolution, such
shares of Common Stock (including any Common Stock duly issued upon the exercise
of any Warrants exercisable for Common Stock) will be validly issued, fully paid
and nonassessable.
All of the opinions set forth above are subject to the following
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting the rights and remedies of creditors; (ii) the
effect of general principles of equity, including without limitation, concepts
of materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether enforcement is considered in a proceeding in equity or at law, and the
discretion of the court before which any proceeding therefor may be brought;
(iii) the unenforceability under certain circumstances under law or court
decisions of provisions providing for the indemnification of, or contribution
to, a party with respect to a liability where such indemnification or
contribution is contrary to public policy; and (iv) we express no opinion
concerning the enforceability of any waiver or rights or defenses with respect
to stay, extension or usury laws.
To the extent that the obligations of the Company under the applicable
Warrant Agreement may be dependent upon such matters, we assume for purposes of
this opinion that the Warrant Agent for each Warrant Agreement is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; that the Warrant Agent is duly qualified to engage
in the activities contemplated by the applicable Warrant Agreement; that the
applicable Warrant Agreement has been duly authorized, executed and delivered by
the Warrant Agent and constitutes a legally valid, binding and enforceable
obligation of the Warrant Agent, enforceable against the Warrant Agent in
accordance with its terms; that the Warrant Agent is in compliance, generally
and with respect to acting as Warrant Agent under the applicable Warrant
Agreement, with all applicable laws and regulations; and that the Warrant Agent
has the requisite organizational and legal power and authority to perform its
obligations under the applicable Warrant Agreement.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus included therein.
Very truly yours,
/s/ Latham & Watkins
