EX-5.1 2 c03303exv5w1.htm OPINION OF GOODWIN PROCTER LLP exv5w1
 

Exhibit 5.1
     
(GOODWIN PROCTER LOGO)
  Goodwin Procter LLP
 
  Counsellors at Law
 
  Exchange Place
 
  Boston, MA 02109
 
  T: 617.570.1000
 
  F: 617.523.1231
March 14, 2006
Eagle Test Systems, Inc.
2200 Millbrook Drive
Buffalo Grove, IL 60089
     Re: Securities Being Registered under Registration Statement on Form S-8
Ladies and Gentlemen:
     This opinion letter is furnished to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 3,564,500 shares (the “Shares”) of Common Stock, $.01 par value per share, of Eagle Test Systems, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2003 Stock Option and Grant Plan and 2006 Stock Option and Incentive Plan (collectively, the “Plans”).
     We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions expressed below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates and other inquiries of officers of the Company.
     The opinion expressed below is limited to the Delaware General Corporation Law (which includes applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the Delaware General Corporation Law and the Delaware Constitution).
     Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.
     We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
     
 
  Very truly yours,
 
   
 
  /s/ GOODWIN PROCTER llp
 
 
  GOODWIN PROCTER LLP