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Exhibit 5.1
July 5, 2000
Brooks Automation, Inc.
15 Elizabeth Drive
Chelmsford, MA 01824
RE: BROOKS AUTOMATION, INC. REGISTRATION STATEMENT ON FORM S-8
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Ladies and Gentlemen:
We are general counsel to Brooks Automation, Inc., a Delaware
corporation (the "Company"). We have been asked to deliver this opinion in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
1,000,000 shares of the Company's Common Stock, $.01 par value (the "Shares")
and 1,000,000 preferred share purchase rights (the "Rights").
The Shares are issuable upon exercise of options granted or to be
granted pursuant to the Company's 2000 Combination Stock Option Plan (the "2000
Plan"). The 1,000,000 Rights being registered pursuant to the Registration
Statement represent one Right that may be issued in connection with each of the
Shares issuable upon exercise of options granted or to be granted under the 2000
Plan.
In connection with this opinion, we have examined the originals or
copies, certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):
1. A copy of the Certificate of Incorporation, as amended, of the
Company as in effect on the date hereof;
2. A copy of the By-Laws of the Company as in effect on the date
hereof;
3. The corporate minute books or other records of the Company
relating to the proceedings of stockholders and directors of the
Company;
4. The 2000 Plan;
5. The Company's Stockholder Rights Agreement dated July 23, 1997
(the "Rights Agreement"); and
6. The Registration Statement.
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For purposes of this opinion, we have assumed without any
investigation: (1) the legal capacity of each natural person; (2) the
genuineness of each signature; (3) the completeness of each document submitted
to us as an original and the conformity with the original of each document
submitted to us as a copy; and (4) the completeness, accuracy and proper
indexing of all governmental records.
We have not, except as specifically noted herein, made any independent
review or investigation of orders, judgments, rules or other regulations or
decrees by which the Company or any of its property may be bound. Nor have we
made any independent investigation as to the existence of actions, suits,
investigations or proceedings, if any, pending or threatened against the
Company.
Our opinion contained herein is limited to the laws of the Commonwealth
of Massachusetts, the General Corporation Law of the State of Delaware and to
federal law.
Our opinion hereafter expressed is based solely upon: (1) our review of
the Documents; (2) discussions with those of our attorneys who have devoted
substantive attention to the matters contained herein; and (3) such review of
published sources of law as we have deemed necessary.
Based upon and subject to the foregoing, we are of the opinion that (i)
the Shares have been duly authorized and, when issued in accordance with the
terms of the 2000 Plan, the Shares will be validly issued, fully paid and
nonassessable and (ii) the Rights have been duly authorized and, when issued in
accordance with the terms of the Rights Agreement and with the terms of the 2000
Plan, the Rights will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm wherever it appears in
the Registration Statement.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER
By: Brown, Rudnick, Freed & Gesmer, P.C. a partner
By: /s/ Samuel P. Williams
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Samuel P. Williams, a Member
hereunto duly authorized
