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Exhibit 5.1
January 3, 2001
The Board of Directors of
Cray Inc.
Dear Sirs:
I refer to my opinion dated September 29, 2000, and included as Exhibit 5 to
Amendment No. 1 to the Registration Statement on Form S-3 (Commission File No.
333-46092) (the "Registration Statement") filed on September 29, 2000 by Cray
Inc. (the "Company"), a Washington corporation, with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). I am rendering this supplemental opinion in connection with
the prospectus supplement (the "Prospectus Supplement") to the base prospectus
(the "Base Prospectus") filed on or about January 4, 2001, by the Company with
the Commission pursuant to Rule 424 under the Securities Act. The Prospectus
Supplement relates to the sale by the Company of 1,671,094 shares of the
Company's Common Stock, $0.01 par value per share (the "Shares"), which Shares
are covered by the Registration Statement. The Shares were offered and sold in
the manner described in the Prospectus Supplement and Base Prospectus.
I have acted as your counsel in connection with the preparation of the
Registration Statement, the Prospectus Supplement and the Base Prospectus. I am
familiar with the proceedings of the Board of Directors of the Company in
connection with the authorization, issuance and sale of the Shares. I have
examined such other documents as I consider necessary to render this opinion.
Based upon the foregoing, I am of the opinion that the Shares have been duly
authorized and, are validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as a part of the Registration
Statement and to the reference to me under the caption "Legal Matters" in the
Base Prospectus.
Very truly yours,
Kenneth W. Johnson. Esq.
General Counsel
