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Exhibit 5.1
[TESTA, HURWITZ & THIBEAULT, LLP LETTERHEAD]
September __, 2000
Evergreen Solar, Inc.
211 Second Avenue
Waltham, MA 02451
RE: Registration Statement on Form S-1
(File No. 333-43140)
Ladies and Gentlemen:
This opinion relates to an aggregate of 3,450,000 shares of common
stock, par value $.01 per share ("Common Stock"), of Evergreeen Solar, Inc. (the
"Company"), which are the subject matter of a Registration Statement on Form S-1
as filed with the Securities and Exchange Commission (the "Commission") on
August 4, 2000, as amended (the "Registration Statement").
The 3,450,000 shares of Common Stock covered by the Registration
Statement consist of 3,000,000 shares being sold by the Company and 450,000
shares subject to an over-allotment option granted by the Company to the
underwriters (the "Underwriters") named in the prospectus (the "Prospectus")
included in the Registration Statement.
Based upon such investigation as we have deemed necessary, we are of
the opinion that when the 3,450,000 shares of Common Stock to be sold by the
Company pursuant to the Prospectus have been issued and paid for in accordance
with the terms described in the Prospectus, such shares of Common Stock will
have been validly issued and will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm in the Prospectus under
the caption "Legal Matters."
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
