Attached files
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8-K - FORM 8-K - Clearday, Inc. | v58644e8vk.htm |
Exhibit 5.1
Manatt, Phelps & Phillips, LLP | ||
February 9, 2011 | Client-Matter: 25157-035-002 | |
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-3 Issuance of 5,443,000 Shares of Common Stock |
Ladies and Gentlemen:
We have acted as special counsel to Superconductor Technologies Inc., a Delaware corporation
(the Company) in connection with the proposed issuance of up to 5,443,000 shares (the
Shares) of common stock, par value $0.001 per share, of the Company. The Shares are
included in a Registration Statement on Form S-3 under the Securities Act of 1933, as amended (the
Securities Act), filed with the Securities and Exchange Commission (the
Commission) on December 17, 2007 and amended by Amendment No.1 to Form S-3 filed with the
Commission on February 12, 2008 (Registration No. 333-148115) (the Registration
Statement). 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 and reviewed only such documents, records and matters of law as we have
deemed necessary or appropriate for the purpose of rendering the opinion set forth herein. Insofar
as the opinion set forth herein is based on factual matters in connection with, among other things,
the issuance of the Shares, which factual matters are authenticated in certificates from certain
officers of the Company, we have relied on such certificates. We have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals and the conformity
to originals of all documents submitted to us as certified or reproduced copies.
Based upon the foregoing and subject to the assumptions, limitations and exceptions set forth
herein, we are of the opinion that as of the date hereof, the Shares have been authorized by all
necessary corporate action of the Company and, when issued and delivered pursuant to the terms of
the form of Common Stock Purchase Agreement filed as an exhibit to the Companys Current Report on
Form 8-K filed February 4, 2011, against the consideration therefor as provided therein, will be
validly issued, fully paid and nonassessable.
We express no opinion as to the applicability or effect of the laws of any 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
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.
February 9, 2011
Page 2
interpreting those laws) and the Federal securities laws of the United States of America.
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 Shares.
This opinion is furnished to you in connection with the Registration Statement for the Shares,
is solely for your benefit and may not be relied upon by, nor copies delivered to, any other person
or entity without our prior written consent.
We hereby consent to the use of our name under the caption Legal Matters in the prospectus
forming a part of the Registration Statement and the prospectus supplement relating to the Shares,
and to the filing of this opinion as an exhibit to the Companys Current Report on Form 8-K filed
February 9, 2011. In giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission adopted under the Act.
Very truly yours, |
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/s/ Manatt, Phelps & Phillips, LLP | ||||
Manatt, Phelps & Phillips, LLP | ||||