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EXHIBIT 5.1
[Perkins Coie LLP Letterhead]
June 5, 2000
AVT Corporation
11410 N.E. 112nd Way
Kirkland, WA 98034
Re: Registration Statement on Form S-8
Dear Gentlemen and Ladies:
We have acted as counsel to AVT Corporation (the "Company") in connection
with the preparation of a Registration Statement on Form S-8 (the "Registration
Statement"), which is being filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
1,500,000 shares of common stock, $.01 par value, of the Company (the "Shares").
The Shares may be issued pursuant to the AVT Corporation 1989 Restated Stock
Option Plan (the "Plan"). We have examined the Registration Statement and such
documents and records of the Company and other documents as we have deemed
relevant and necessary for the purpose of this opinion. In giving this opinion,
we are assuming the authenticity of all instruments presented to us as
originals, the conformity with originals of all instruments presented to us as
copies, and the genuineness of all signatures.
Based upon and subject to the foregoing, we are of the opinion that the
Shares that may be issued upon the exercise of stock options granted pursuant to
the Plan, upon the due execution by the Company and the registration by its
registrar of the Shares and the issuance thereof by the Company in accordance
with the terms of the Plan and the receipt of the consideration therefor in
accordance with the terms of the Plan will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Perkins Coie LLP
