EXHIBIT 5.1
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
November 7, 2000
PixTech, Inc.
Avenue Olivier Perroy
13790 Rousset, France 011 33 4-42-29-10-00 and
2700 Augustine Drive, Suite 255
Santa Clara, CA 95054
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by PixTech, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), on or about the date hereof. The Registration
Statement relates to an additional 6,000,000 shares of the Company's common
Stock, $0.01 par value per share (the "Shares"), issuable pursuant to the
provisions of the Company's Amended and Restated 1993 Stock Option Plan, as
amended (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization of the issuance and sale of the
Shares. We have examined all such documents as we consider necessary to enable
us to render this opinion.
Based upon the foregoing, we are of the opinion that when issued and paid
for in accordance with the terms of the Plan and the options or other rights
granted thereunder, the Shares will be legally issued, fully paid and
nonassessable. It is understood that this opinion is to be used only in
connection with the offer and sale of the Shares while the Registration
Statement is in effect.
We hereby consent to the filing of this opinion as a part of the
Registration Statement.
Very truly yours,
/s/ Palmer & Dodge LLP
Palmer & Dodge llp
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