EX-5 3 b318120_ex5.txt OPINION OF MCDERMOTT, WILL & EMERY E Exhibit 5 Opinion of McDermott, Will & Emery May 3, 2002 Trikon Technologies, Inc. Ringland Way Newport, Gwent NP18 2TA United Kingdom Re: Resale of up to an aggregate of 1,093,348 shares of common stock, no par value (the "Issued Shares"), of Trikon Technologies, Inc., a California corporation (the "Company"). Ladies and Gentlemen: We have acted as your special counsel in connection with the preparation and filing with the Securities and Exchange Commission (the "SEC") of a registration statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the Issued Shares, which may be offered for sale from time to time by the selling stockholders named in the Registration Statement. In arriving at the opinions expressed below we have examined the Registration Statement, each of the Stock Purchase Agreements pursuant to which the Issued Shares were acquired, dated April 16, 2002, between the Company and the selling stockholders, the resolutions of the Board of Directors of the Company relating to the issuance of the Issued Shares, and such other documents as we have deemed necessary to enable us to express the opinions hereinafter set forth. We have also reviewed such questions of law as we considered necessary or appropriate for the purposes of such opinions. In addition, we have examined and relied, to the extent we deemed proper, on certificates of officers of the Company as to factual matters, on the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and certificates of public officials and other persons as we have deemed appropriate. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to as copies, and the genuineness of all signatures on documents reviewed by us and the legal capacity of natural persons. Members of our firm are admitted to the bar of the State of California. We express no opinion as to the laws of any jurisdiction, other than the laws of the State of California. Based upon and subject to the foregoing, we are of the opinion that, the Issued Shares are validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Prospectus forming a part of the Registration Statement. In giving this consent, we do not thereby 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 SEC promulgated thereunder. Very truly yours, /s/ McDermott, Will & Emery