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                               HALE AND DORR LLP
                               Counsellors at Law

                  60 State Street, Boston, Massachusetts 02109
                        617-526-6000 * Fax 617-526-5000


                                                                  March 24, 1998

American Superconductor Corporation
Two Technology Drive
Westborough, MA 01581

   Re: Registration Statement on Form S-3

Ladies and Gentlemen:

   This opinion is furnished to you in connection with a Registration Statement
on Form S-3 (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of an aggregate of
4,025,000 shares of Common Stock, $0.01 par value per share (the "Shares"), of
American Superconductor Corporation, a Delaware corporation (the "Company"), of
which (i) up to 3,554,121 Shares (including 525,000 Shares issuable upon
exercise of an over-allotment option granted by the Company) will be issued and
sold by the Company and (ii) the remaining 470,879 Shares will be sold by
certain stockholders of the Company (the "Selling Stockholders").

   The Shares are to be sold by the Company and the Selling Stockholders
pursuant to an underwriting agreement (the "Underwriting Agreement") to be
entered into by and among the Company, the Selling Stockholders and Morgan
Stanley & Co. Incorporated and NationsBanc Montgomery Securities LLC, as
representatives of the several underwriters named in the Underwriting
Agreement, the form of which has been filed as Exhibit 1.1 to the Registration
Statement.

   We are acting as counsel for the Company in connection with the sale by the
Company and the Selling Stockholders of the Shares. We have examined signed
copies of the Registration Statement as filed with the Commission. We have also
examined and relied upon a draft of the Underwriting Agreement, minutes of
meetings of the stockholders and the Board of Directors of the Company as
provided to us by the Company, stock record books of the Company as provided to
us by the Company, the Restated Certificate of Incorporation and By-Laws of the
Company, as amended to date, and such other documents as we have deemed
necessary for purposes of rendering the opinions hereinafter set forth.


Washington, DC                     Boston, MA                        London, UK*
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              HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
 *BROBECK HALE AND DORR, INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
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American Superconductor Corporation
March 24, 1998
Page 2

     In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as copies, the authenticity of the originals of such latter
documents and the legal competence of all signatories to such documents.

     We assume that the appropriate action will be taken, prior to the offer
and sale of the Shares in accordance with the Underwriting Agreement, to
register and qualify the Shares for sale under all applicable state securities
or "blue sky" laws.

     We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts, the Delaware
General Corporation Law statute and the federal laws of the United States of
America.

     Based upon and subject to the foregoing, we are of the opinion that (i)
the Shares to be issued and sold by the Company have been duly authorized for
issuance and, when such Shares are issued and paid for in accordance with the
terms and conditions of the Underwriting Agreement, such Shares will be validly
issued, fully paid and nonassessable and (ii) the Shares to be sold by the
Selling Stockholders have been duly authorized and are validly issued, fully
paid and nonassessable.

     It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.

     Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters."
In giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

                                   Very truly yours,

                                   /s/ HALE AND DORR LLP