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EXHIBIT 5
July 31, 1998
Illinois Superconductor Corporation
451 Kingston Court
Mt. Prospect, Illinois 60056
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel for Illinois Superconductor Corporation, a
Delaware corporation (the "Company"), in connection with the preparation and
filing of a registration statement on Form S-3 (the "Registration Statement")
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended. The Registration Statement relates to 11,592,000 shares of the
Company's Common Stock, $.001 par value per share ("Common Stock"), of which
(i) 6,900,002 shares (the "Note Conversion Shares") may in the future be issued
upon the conversion of certain of the Company's outstanding convertible Notes
(the "Notes"), (ii) 551,998 shares (the "Interest Shares") may in the future
be issued as accrued interest for four years on the Notes, (iii) 4,140,000
shares (the "Warrant Shares") may in the future be issued upon the exercise of
certain warrants (the "Warrants").
In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and
upon affidavits, certificates and written statements of directors, officers and
employees of, and the accountants and transfer agent for, the Company. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such instruments, documents and records as we have deemed
relevant and necessary to examine for the purpose of this opinion, including
(a) the Registration Statement, (b) the Certificate of Incorporation of the
Company, as amended (c) the By-Laws of the Company, (d) the Senior Convertible
Notes, (e) the Warrants and (f) resolutions adopted by the Board of Directors
of the Company.
In connection with this opinion, we have assumed the accuracy and
completeness of all documents and records that we have reviewed, the
genuineness of all signatures, the authenticity of the documents submitted to
us as originals and the conformity to authentic original documents
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Illinois Superconductor Corporation
July 31, 1998
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of all documents submitted to us as certified, conformed or reproduced copies.
Based upon and subject to the foregoing, it is our opinion that:
(1) The Note Conversion Shares, when issued by the Company upon
the conversion of the Notes in accordance with the terms of the Notes, will be
validly issued, fully paid and non-assessable;
(2) The Interest Shares, if and when issued by the Company as
accrued dividends on the Notes in accordance with the terms of the Notes, will
be validly issued, fully paid and non-assessable; and
(3) The Warrant Shares, if and when issued by the Company upon the
exercise of the Warrants in accordance with the terms thereof, will be validly
issued, fully paid and non-assessable.
Our opinion expressed above is limited to the General Corporation Law
of the State of Delaware and the relevant federal laws of the United States,
and we do not express any opinion concerning any other laws.
We hereby consent to use of our name under the heading "Legal Matters"
in the Prospectus forming a part of the Registration Statement and to use of
this opinion for filing as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Katten Muchin & Zavis
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KATTEN MUCHIN & ZAVIS