EX-5 2 exh5_5.txt Exhibit 5.5 ----------- HOLME ROBERTS & OWEN LLP 90 South Cascade Avenue, Suite 1300 Colorado Springs, Colorado 80903-1615 tel 719.473.3800 fax 719.633.1518 April 14, 2006 Board of Directors Simtek Corporation 4250 Buckingham Drive, #100 Colorado Springs, Colorado 80907 Re: Simtek Corporation Pre-Effective Amendment No. 1 to Registration Statement on Form S-1 (Registration No. 333-132180) Dear Gentlemen: As counsel for Simtek Corporation, a Colorado corporation (the "Company"), we have examined the above-referenced Pre-Effective Amendment No. 1 to Registration Statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), that the Company is filing with the Securities and Exchange Commission (the "SEC") with respect to the registration of 122,793,324 shares of its common stock, par value $0.01 per share ("Common Stock"), of which 10,000,000 shares of Common Stock are issuable upon the exercise of that certain Stock Purchase Warrant, dated March 24, 2006 (the "Warrant"), granted by the Company to Cypress Semiconductor Corporation ("Cypress"). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. We have also examined the Company's Amended and Restated Articles of Incorporation, By-laws and the originals or copies certified to our satisfaction of certain corporate records and proceedings of the Company and such other certificates, instruments and documents as we deemed appropriate to enable us to render the opinion expressed below. In all such examinations, we have assumed, without independent investigation or inquiry, the legal capacity of all natural persons executing documents, the Simtek Corporation April 14, 2005 Page 2 genuineness of all signatures on original or certified copies, the authenticity of all original or certified copies and the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies. We have relied as to factual matters upon and have assumed the accuracy of and have made no independent investigation of, the statements made in the certificates and other statements or information of or from public officials and officers and representatives of the Company. Based on the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, it is our opinion that when the Warrant is exercised and the exercise price paid in accordance with the terms of the Warrant, the shares of Common Stock issuable pursuant to such Warrant will be validly issued, fully paid and non-assessable. The opinions expressed herein are limited to the laws of the State of Colorado. We hereby consent to the reference to us under the caption "Legal Matters" in the Registration Statement; provided, however, in giving this consent we do not admit we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder. We further consent to the filing of this opinion as an exhibit to the Registration Statement. We express no opinion as to any matters not expressly set forth herein. The opinions expressed herein are rendered as of the date hereof. We do not undertake to advise you of matters that may come to our attention subsequent to the date hereof and that may affect the opinions expressed herein, including without limitation, future changes in applicable law. This letter is our opinion as to certain legal conclusions as specifically set forth herein and is not and should not be deemed to be a representation or opinion as to any factual matters. Sincerely, HOLME ROBERTS & OWEN LLP /S/ HOLME ROBERTS & OWEN LLP