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                                                                     EXHIBIT 5.1

                                January 28, 2000



Intevac, Inc.
3550 Bassett Street
Santa Clara, California 95054

        Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

        We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission on or about January 28, 2000 regarding the registration under the
Securities Act of 1933, as amended, of an aggregate of 500,000 shares of your
Common Stock, no par value (the "Shares"), reserved for issuance under your
Employee Stock Purchase Plan (the "Plan"). As your legal counsel, we have
reviewed the actions taken by you in connection with the proposed sale and
issuance of the Shares by you under the Plan. We assume that the consideration
received by you in connection with each issuance of Shares will include an
amount in the form of cash or property that exceeds the greater of (i) the
aggregate par value of such Shares or (ii) the portion of such consideration
determined by the Company's Board of Directors to be "capital" for purposes of
the General Corporation Law of the State of Delaware.

        It is our opinion that, upon completion of the proceedings being taken,
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares pursuant to the Registration Statement and the Plan, including the
proceedings being taken in order to permit such transaction to be carried out in
accordance with applicable state securities laws, the Shares, when issued and
sold in the manner described in the Registration Statement and in accordance
with the resolutions adopted by the Board of Directors, will be legally and
validly issued, fully paid and nonassessable.

        We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.

                                      Very truly yours,

                                      WILSON SONSINI GOODRICH & ROSATI
                                      Professional Corporation



                                      /s/ Wilson Sonsini Goodrich & Rosati, P.C.