EXHIBIT 5.1
November 24, 2003
Itron, Inc. 2818 N. Sullivan Road Spokane, Washington 99216-1897 |  |
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (“the Act”), which you are filing with the Securities and Exchange Commission with respect to up to 782,846 shares of Common Stock, no par value (the “Shares”), which may be issued under the Itron, Inc. Incentive Savings Plan (the “401(k) Plan”).
We have examined the Registration Statement and such documents and records of Itron, Inc. and other documents as we have deemed necessary for the purpose of this opinion. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies and the genuineness of all signatures.
Based upon and subject to the foregoing, we are of the opinion that any Shares that may be issued and sold to the 401(k) Plan by the Company have been duly authorized and that, upon the due execution by Itron, Inc. of certificates representing such Shares, the registration by its registrar of such Shares and the sale thereof, and the receipt of consideration therefor, by Itron, Inc. in accordance with the terms of the 401(k) Plan, such Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.
| Very truly yours, |
| /s/ PERKINS COIE LLP |