EX-5 3 hro_opinion3.txt EXHIBIT 5.1 EXHIBIT 5.1 ----------- HOLME ROBERTS & OWEN LLP 1700 Lincoln, Suite 4100 Denver, Colorado 80203 September 4, 2001 Board of Directors Simtek Corporation 4250 Buckingham Dr. #100 Colorado Springs, Colorado 80907 Dear Gentlemen: Reference is made to the registration statement on Form SB-2 filed with the Securities and Exchange Commission (the "Commission") on or about May 9, 2001 (the "Registration Statement"), as amended, by Simtek Corporation, a Colorado corporation (the "Company"), for the purpose of registering under the Securities Act of 1933, as amended (the "Act"), 1,810,123 shares ("Shares") of its Common Stock, par value $0.01 per share (the "Common Stock"). The Shares are being offered for resale by thirty of the Company's shareholders. As counsel for the Company, we have examined such documents and reviewed such questions of law as we have considered necessary or appropriate for the purpose of this opinion. Based on the foregoing, we are of the opinion that the Shares are legally issued, fully paid and non-assessable. We consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We consent to be named in the prospectus forming part of the Registration Statement (the "Prospectus") under the heading "Legal Matters" in the form and context in which we are named in the Prospectus. We do not express an opinion on any matters other than those expressly set forth in this letter. Sincerely, /s/ Holme Roberts & Owen LLP Holme Roberts & Owen LLP