Exhibit 5.1
Veeco Instruments Inc.
100 Sunnyside Boulevard, Suite B
Woodbury, NY 11797
August 5, 2005
Veeco Instruments Inc.
100 Sunnyside Boulevard, Suite B
Woodbury, New York 11797
Ladies and Gentlemen:
I am Vice President and General Counsel of Veeco Instruments Inc., a Delaware corporation (the “Company”), and in such capacity I have acted as counsel to the Company in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations promulgated thereunder (the “Rules”). The Registration Statement covers 2,000,000 shares, par value $0.01 per share of common stock (the “Shares”) of the Company, to be issued under the Company’s 2000 Stock Incentive Plan, formerly known as the 2000 Stock Option Plan, as amended (the “Plan”).
In that connection, I have reviewed copies of the Company’s certificate of incorporation, its bylaws, resolutions of its board of directors, the Registration Statement, the Plan and such other documents as I have deemed appropriate. On the basis of such review, and having regard to legal considerations I deem relevant, I am of the opinion that the Shares have been duly authorized for issuance and, when issued in accordance with the terms of the Plan, at prices in excess of the par value thereof, will be validly issued, fully paid and nonassessable.
I am admitted to practice law in the State of New York and, as such, the opinion set forth above is limited as to matters of law based solely on applicable provisions of the General Corporation Law of the State of Delaware and I express no opinion as to any other laws, statutes, ordinances, rules or regulations. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required by the Act or the Rules.
Sincerely,
/s/ Gregory A. Robbins | |
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Gregory A. Robbins |
Vice President and General Counsel |
