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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)
August 25, 2000
Board of Directors
Integrated Measurement Systems, Inc.
9525 SW Gemini Drive
Beaverton, OR 97008
Gentlemen:
In connection with the registration of 200,000 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 August __,
2000, and the proposed offer and sale of the Common Stock pursuant to the terms
of the Company's 1995 Employee Stock Purchase Plan (the "1995 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 1995 Plan, when such shares have been delivered against payment
therefor as contemplated by the 1995 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
