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Exhibit 5.1
ATER WYNNE LLP
222 S.W. Columbia, Suite 1800
Portland, Oregon 97201
(503)226-1191 (phone)
(503)226-0079 (fax)
December 1, 2000
Board of Directors
Integrated Measurement Systems, Inc.
9525 SW Gemini Drive
Beaverton, OR 97008
Gentlemen:
In connection with the registration of 750,000 shares of common stock,
par value $.01 per share (the "Common Stock"), of Integrated Measurement
Systems, Inc., an Oregon corporation (the "Company"), under the
Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission on December 1, 2000 and the proposed offer and sale of
the Common Stock pursuant to the terms of the Company's 2000 Nonqualified
Stock Option Plan (the "Plan") we have examined such corporate records,
certificates of public officials and officers of the Company and other
documents as we have considered necessary or proper for the purpose of this
opinion.
Based on the foregoing and having regard to legal issues which we deem
relevant, it is our opinion that the shares of Common Stock to be offered
pursuant to the Plan when such shares have been delivered against payment
therefor as contemplated by the Plan, will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned registration statement.
Very truly yours,
/s/ Ater Wynne LLP
Ater Wynne LLP
