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Exhibit 5.01
July 31, 2000
Brooks Automation, Inc.
15 Elizabeth Drive
Chelmsford, MA 01824
RE: Registration Statement on Form S-3 of Brooks Automation, Inc.
filed on July 31, 2000
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Ladies and Gentlemen:
We have acted as counsel to Brooks Automation, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on Form S-3
(the "Registration Statement") pursuant to which the Company is registering
under the Securities Act of 1933, as amended (the "Act"), a total of 599,903
shares of common stock, $.01 par value (the "Common Stock"). Pursuant to the
Registration Statement, certain of the Company's Stockholders (the "Selling
Stockholders") propose to sell up to 599,903 shares of Common Stock (the
"Company Shares").
For purposes of this opinion, we have assumed, without any
investigation, (i) the legal capacity of each natural person, (ii) the full
power and authority of each entity and person other than the Company to execute,
deliver and perform each document heretofore executed and delivered or hereafter
to be executed and delivered and to do each other act heretofore done or
hereafter to be done by such entity or person, (iii) the due authorization by
each entity or person other than the Company of each document heretofore
executed and delivered or hereafter to be executed and delivered and to do each
other act heretofore done or to be done by such entity or person, (iv) the due
execution and delivery by each entity or person other than the Company of each
document heretofore executed and delivered or hereafter to be executed and
delivered by such entity or person, (v) the legality, validity, binding effect
and enforceability as to each entity or person other than the Company of each
document heretofore executed and delivered or hereafter to be executed and
delivered and of each other act heretofore done or hereafter to be done by such
entity or person, (vi) the genuineness of each signature on, and the
completeness of each document submitted to us as an original, (vii) the
conformity to the original of each document submitted to us as a copy, (viii)
the authenticity of the original of each document
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submitted to us as a copy, (ix) the completeness, accuracy and proper indexing
of all governmental and judicial records searched and (x) no modification of any
provision of any document, no waiver of any right or remedy and no exercise of
any right or remedy other than in a commercially reasonable and conscionable
manner and in good faith.
In connection with this opinion, we have examined the following
(collectively, the "Documents"):
(i) the Certificate of Incorporation of the Company, as amended;
(ii) the Bylaws of the Company; and
(iii) the corporate minute books or other records of the Company.
The opinions expressed herein are based solely upon (i) our review of
the Documents, (iii) discussions with those of our attorneys who have devoted
substantive attention to the matters contained herein, and (iii) such review of
published sources of law as we have deemed necessary.
Our opinions contained herein are limited to the laws of The
Commonwealth of Massachusetts, the General Corporation Law of the State of
Delaware and the federal law of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Company Shares to be sold by the Selling Stockholders under the circumstances
contemplated in the Registration Statement are duly authorized, validly issued,
fully paid and nonassessable.
We understand that this opinion is to be used in connection with the
Registration Statement. We consent to the filing of this opinion as an Exhibit
to said Registration Statement and to the reference to our firm wherever it
appears in the Registration Statement, including the prospectus constituting a
part thereof and any amendments and supplements thereto.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER
By: BROWN, RUDNICK, FREED & GESMER, P.C.,
a general partner
By: /s/ David H. Murphree
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David H. Murphree, A Member
Duly Authorized
