Attached files
file | filename |
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S-1 - S-1 - Clearday, Inc. | v56620sv1.htm |
EX-23.1 - EX-23.1 - Clearday, Inc. | v56620exv23w1.htm |
Exhibit 5.1
July 2, 2010
Superconductor Technologies Inc.
460 Ward Drive
Santa Barbara, California 93111-2310
460 Ward Drive
Santa Barbara, California 93111-2310
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as special counsel to Superconductor Technologies Inc., a Delaware corporation
(the Company), in connection with the preparation and filing of a Registration Statement
on Form S-1 (the Registration Statement) filed with the Securities and Exchange
Commission (the Commission) by the Company on or about the date hereof under the
Securities Act of 1933, as amended (the Securities Act). The Registration Statement
relates to the proposed issuance and sale by the Company of up to 11,500,000 shares of the
Companys common stock, par value $0.001, which includes 1,500,000 shares which may be offered to
cover over-allotments, if any (collectively, the Common Stock and all the transactions
contemplated by the offering of the Common Stock, the Offering), pursuant to an
underwriting agreement to be entered into by and among the Company, on the one hand, and MDB
Capital Group LLC and Feltl and Company, on the other hand, on behalf of themselves and the several
underwriters named therein. This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined or considered originals or copies, certified or otherwise identified to our
satisfaction, of the certificate of incorporation of the Company, as amended and as in effect on
and as of the date hereof, the bylaws of the Company, as amended and as in effect on and as of the
date hereof, records of relevant corporate proceedings with respect to the Offering and such other
documents, instruments and corporate records as we have deemed necessary or appropriate for the
expression of the opinions contained herein. We have also reviewed the Registration Statement to be
filed with the Commission with respect to the Common Stock.
In connection with our representation of the Company, and as a basis for the opinion herein,
we have assumed the authenticity and completeness of all records, certificates and other
instruments submitted to us as originals, the conformity to original documents of all records,
certificates and other instruments submitted to us as copies, the authenticity and completeness of
the originals of those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates and other
instruments that we have examined. We also have obtained from the officers of the Company
certificates as
11355 West Olympic Boulevard, Los Angeles, California 90064-1614 Telephone: 310.312.4000 Fax: 310.312.4224
Albany | Los Angeles | New York | Orange County | Palo Alto | Sacramento | San Francisco | Washington, D.C.
Albany | Los Angeles | New York | Orange County | Palo Alto | Sacramento | San Francisco | Washington, D.C.
Superconductor Technologies Inc.
July 2, 2010
Page 2
July 2, 2010
Page 2
to certain factual matters necessary for the purpose of this opinion and, insofar as this
opinion is based on such matters of fact, we have relied solely on such certificates without
independent investigation.
Based upon the foregoing and subject to the assumptions, limitations and exceptions set forth
herein, we are of the opinion that the Common Stock has been authorized by all necessary corporate
action of the Company and, when issued and delivered against payment therefor as contemplated in
the Registration Statement, will be validly issued, fully paid and nonassessable.
We express no opinion as to the applicability or effect of any laws, orders or judgments of
any state or other jurisdiction other than the General Corporation Law of the State of Delaware
(including the statutory provisions and all applicable provisions of the Delaware Constitution and
reported judicial decisions interpreting those laws), and the federal securities laws. Further,
this opinion is based solely upon existing laws, rules and regulations, and we undertake no
obligation to advise you of any changes that may be brought to our attention after the date hereof.
This opinion is expressly limited to the matters set forth above and we render no opinion, whether
by implication or otherwise, as to any other matters relating to the Company or the Common Stock.
This opinion is issued to you solely for use in connection with the Registration Statement and
is not to be quoted or otherwise referred to in any financial statements of the Company or any
other document, nor is it to be filed with or furnished to any government agency or other person,
without our prior written consent.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement and the use of our name therein under the caption Legal Matters. In giving
this consent, we do not admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the Commission adopted under
the Securities Act.
Very truly yours, |
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/s/ Manatt, Phelps & Phillips, LLP | ||||
Manatt, Phelps & Phillips, LLP | ||||