Bryan Cave LLP
700 Thirteenth Street NW
Washington, DC 20005-3960
(202) 508-6000
Facsimile: (202) 508-6200
August 10, 2000
MEMC Electronic Materials, Inc.
501 Pearl Drive (City of O'Fallon)
St. Peters, Missouri 63376
Ladies and Gentlemen:
We have acted as special counsel to MEMC Electronic Materials, Inc. (the
"Company") in connection with the registration on Form S-8 under the Securities
Act of 1933, as amended, by the Company of a total of 3,600,000 shares (the
"Shares") of the Company's common stock, $.01 par value per share, issuable by
the Company upon the exercise of awards granted pursuant to the 1995 Equity
Incentive Plan, as amended and restated through August 3, 2000 (the "Plan").
In connection herewith, we have examined and relied as to matters of fact
upon such certificates of public officials, such certificates of officers of the
Company and originals or copies certified to our satisfaction of the Restated
Certificate of Incorporation and Restated Bylaws of the Company, the Plan,
proceedings of the Board of Directors of the Company and other corporate
records, documents, certificates and instruments as we have deemed necessary or
appropriate in order to enable us to render the opinion expressed below.
In rendering the following opinion, we have assumed the genuineness of all
signatures on all documents examined by us, the authenticity of all documents
submitted to us as originals and the conformity to authentic originals of all
documents submitted to us as certified or photostatted copies. In addition, we
have assumed that the certificates for the Shares to be issued will be duly
registered and countersigned by the Company's transfer agent.
Based on the foregoing and in reliance thereon, we are of the opinion that
the shares have been duly and validly authorized for issuance and, when issued,
delivered and paid for in accordance with the terms and conditions of the Plan,
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
aforesaid registration statement on Form S-8.
Sincerely,
/s/ Bryan Cave LLP
Bryan Cave LLP
