1
EXHIBIT 5
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
One Financial Center
Boston, Massachusetts 02111
701 Pennsylvania Avenue, N.W. Telephone: 617/542-6000
Washington, D.C. 20004 Fax: 617/542-2241
Telephone: 202/434-7300 www.mintz.com
Fax: 202/434-7400
February 6, 1998
Ibis Technology Corporation
32 Cherry Hill Drive
Danvers, Massachusetts 01923
Gentlemen:
We have acted as counsel to Ibis Technology Corporation, a
Massachusetts corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission of
Post-Effective Amendment No. 3 to Form S-1 Registration Statement on Form
S-3 Registration Statement (the "Registration Statement"), pursuant to
which the Company is registering under the Securities Act of 1933, as
amended, an aggregate of 125,280 shares (the "Shares") of its common
stock, $.008 par value per share (the "Common Stock"), which are issuable
upon exercise of warrants originally issued to the underwriter of the
Company's initial public offering, for resale to the public. The Shares
are to be sold by the selling stockholders identified in the Registration
Statement (the "Selling Stockholders"). This opinion is being rendered in
connection with the filing of the Registration Statement. All capitalized
terms used herein and not otherwise defined shall have the respective
meanings given to them in the Registration Statement.
In connection with this opinion, we have examined the Company's
Restated Articles of Organization and Restated By-Laws, both as currently
in effect; such other records of the corporate proceedings of the Company
and certificates of the Company's officers as we have deemed relevant;
and the Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies.
Based upon the foregoing, and subject to the limitations set
forth below, we are of the opinion that (i) the Shares have been duly and
validly authorized by the Company and (ii) the Shares, when sold by the
Selling Stockholders, will have been duly and validly issued, fully paid
and non-assessable shares of the Common Stock.
Our opinion is limited to the laws of the Commonwealth of
Massachusetts, and we express no opinion with respect to the laws of any
other jurisdiction. No opinion is expressed herein with respect to the
qualification of the Shares under the securities or blue sky laws of any
state or any foreign jurisdiction.
2
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Ibis Technology Corporation
February 6, 1998
Page 2
We understand that you wish to file this opinion as an exhibit to
the Registration Statement, and we hereby consent thereto. We hereby
further consent to the reference to us under the caption "Legality of
Common Stock" in the prospectus included in the Registration Statement.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
-------------------------------
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.