August 7, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Amtech Systems, Inc.
Redeemable Common Stock Purchase Warrants
Ladies and Gentlemen:
We have acted as counsel to Amtech Systems, Inc., an Arizona
corporation (the "Company"), in connection with its Registration Statement on
Form S-3 (the "Registration Statement") filed under the Securities Act of 1933
relating to the registration of 2,835,000 shares of the Company's Common Stock,
$.01 par value (the "Common Stock"), consisting of (i) 2,415,000 shares of
Common Stock issuable upon the exercise of issued and outstanding Redeemable
Common Stock Purchase Warrants (the "Redeemable Warrants") issued in the
Company's December 15, 1994 public offering of Units (the "Unit Offering"), each
Unit consisting of six shares of Common Stock and three Redeemable Warrants;
each Redeemable Warrant exercisable for two shares of Common Stock; (ii) 210,000
shares of Common Stock issuable as components of up to 35,000 Units (the
"Representative's Units") that are issuable upon exercise of a warrant granted
to the underwriter of the Unit Offering (the "Representative's Warrant"); and
(iii) 210,000 shares of Common Stock underlying the Redeemable Warrants issuable
as components of the Representative's Units issued upon exercise of the
Representative's Warrant.
In that connection, we have examined such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Articles of Incorporation, as amended, and the
Bylaws of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing as a
corporation under the laws of the State of Arizona.
Securities and Exchange Commission
August 7, 1996
Page 2
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2. The 2,415,000 shares of Common Stock issuable upon the exercise of
the issued and outstanding Redeemable Warrants issued in the Unit Offering, when
issued and sold in accordance with the terms of the Redeemable Warrants, will be
validly issued, fully paid and nonassessable.
3. The 210,000 shares of Common Stock issuable as components of the
Representative's Units that are issuable upon exercise of the Representative's
Warrant; and the 210,000 shares of Common Stock underlying the Redeemable
Warrants issuable as components of the Representatives Units issued upon
exercise of the Representative's Warrant, when issued and sold in accordance
with the terms of the Representative's Units, the Representative's Warrant and
the Redeemable Warrants, will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SQUIRE, SANDERS & DEMPSEY