EXHIBIT 5.1

                                February 5, 2004



Intevac, Inc.
3560 Bassett Street
Santa Clara, California 95054

         RE:   REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

         We are acting as counsel to Intevac, Inc., a California corporation
(the "Company"), in connection with the registration of 862,500 shares of
Common Stock of the Company (the "Shares"), pursuant to a
Registration Statement on Form S-3 (the "Registration Statement") to be filed on
or about February 5, 2004 with the Securities and Exchange Commission pursuant
to Rule 462(b) under the Securities Act of 1933, as amended. The Shares, which
include 469,000 shares of Common Stock to be sold by the Company, 281,000 shares
of Common Stock to be sold by the Selling Shareholder and an aggregate of
112,500 shares of Common Stock subject to an over-allotment option granted to
the underwriters by the Company and the Selling Shareholder, are to be sold to
the underwriters for sale to the public as described in the Registration
Statement, as amended (file no. 333-111342), filed by the Company with the
Commission and declared effective on February 4, 2004 (the "Initial Registration
Statement" and together with the Registration Statement, the "Registration
Statements").

         As counsel for the Company, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments as we
have deemed necessary for the purposes of rendering this opinion. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies.

         Based upon the foregoing, we are of the opinion that the Shares to be
registered for sale have been duly authorized by the Company and, when issued,
delivered and paid for in accordance with the terms of the underwriting
agreement referred to in the Registration Statements and in accordance with the
resolutions adopted by the Board of Directors of the Company, will be validly
issued, fully paid and nonassessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statements, and we consent to the reference to our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statements.

                             Very truly yours,


                             WILSON SONSINI GOODRICH & ROSATI
                             Professional Corporation

                             /s/ WILSON SONSINI GOODRICH & ROSATI