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Exhibit 5.1
DOEPKEN KEEVICAN & WEISS
PROFESSIONAL CORPORATION
600 Grant Street
58th Floor
Pittsburgh, Pennsylvania 15219
Phone: 412-355-2600
Fax: 412-355-2609
August 18, 1999
MotivePower Industries, Inc.
Two Gateway Center, 14th Floor
Pittsburgh, PA 15222
Re: Registration Statement on Form S-8
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Gentlemen and Ladies:
We have acted as special counsel to MotivePower Industries, Inc. (the
"Company") 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"), relating to up to 75,000 shares of common stock of the
Company (the "Common Stock") issued to non-employee directors of the Company
subject to certain restrictions when issued, or issuable to employees upon the
exercise of stock options, in each case under the MotivePower Industries, Inc.
Stock Option Plan for Non-Employee Directors (formerly the MK Rail Corporation
Stock Option Plan for Non-Employee Directors) (the "Plan").
In connection with this opinion, we have examined, among other things:
(1) the Restated Certificate of Incorporation of the Company, as
amended to date;
(2) resolutions adopted by the shareholders and board of directors
of the Company adopting the Plan and approving certain
amendments to the Plan; and
(3) the Plan, as currently in effect.
Based upon the foregoing and upon an examination of such other
documents, corporate proceedings, statutes, decisions and questions of law as we
considered necessary in order to enable us to furnish this opinion, and subject
to the assumptions set forth above, we are pleased to advise you that in our
opinion:
(a) The Company has been duly incorporated and is a validly
existing corporation under the laws of the Commonwealth of
Pennsylvania; and
(b) The shares of Common Stock being registered and issuable by
the Company pursuant to the provisions of the Plan have been
duly authorized, and upon such issuance in accordance with the
provisions of the Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Yours truly,
/s/ Doepken Keevican & Weiss
Professional Corporation