Attached files

file filename
8-K - FORM 8-K - Clearday, Inc.d456943d8k.htm
EX-4.1 - FORM OF COMPENSATION WARRANT - Clearday, Inc.d456943dex41.htm
EX-1.1 - PLACEMENT AGENCY AGREEMENT - Clearday, Inc.d456943dex11.htm

Exhibit 5.1

 

LOGO      Manatt, Phelps & Phillips, LLP   

 

December 18, 2012      Client-Matter: 25157-035   

Superconductor Technologies Inc.

460 Ward Drive

Santa Barbara, California 93111-2310

 

  Re: Registration Statement on Form S-3

Commission File No. 333-172190

Ladies and Gentlemen:

We have acted as special counsel to Superconductor Technologies Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance by the Company of 6,250,000 shares of its common stock, par value $0.001 per share (the “Shares”). The Shares are included in the above-referenced 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 February 11, 2011 and amended by Amendment No. 1 to Form S-3 filed with the Commission on April 11, 2011 (the “Registration Statement”). The Shares are to be issued pursuant to a prospectus supplement dated December 14, 2012 (the “Prospectus Supplement”). 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 duly authorized by all necessary corporate action of the Company and, when and if issued and delivered against payment therefor in each case as provided pursuant to the terms of the Placement Agency Agreement, dated as of December 13, 2012, by and between Aegis Capital Corp. and the Company, the Shares will be validly issued, fully paid and nonassessable.


LOGO

Superconductor Technologies Inc.

December 18, 2012

Page 2

 

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, the current internal laws of the State of New York 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.

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 Company’s Current Report on Form 8-K filed on or about December 19, 2012. 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 Commission adopted under the Securities Act.

 

Very truly yours,
/s/ MANATT, PHELPS & PHILLIPS, LLP
Manatt, Phelps & Phillips, LLP