EX-5.1 11 file003.htm OPINION OF CHADBOURNE & PARKE LLP




                                                                November 4, 2004


                     [Letterhead of Chadbourne & Parke LLP]


Ormat Technologies, Inc.
980 Greg Street
Sparks, Nevada  89431

Ladies and Gentlemen:

              In connection with the registration under the Securities Act of
1933 (the "Act") of up to 7,187,500 shares (the "Securities") of Common Stock,
par value $0.001 per share, of Ormat Technologies, Inc., a Delaware corporation
(the "Company"), and the stock purchase rights related to the shares (the
"Rights") to be issued pursuant to the Rights Agreement (the "Rights
Agreement"), to be entered into between the Company and American Stock Transfer
& Trust Company, as Rights Agent (the "Rights Agent"), we, as your special
counsel, have examined such corporate records, certificates and other documents,
and such questions of law, as we have considered necessary or appropriate for
the purposes of this opinion. Upon the basis of such examination, we advise you
that, in our opinion:

              (1) When the registration statement relating to the Securities and
     the Rights (the "Registration Statement") has become effective under the
     Act and the Securities have been duly issued and sold as contemplated by
     the Registration Statement, the Securities will be validly issued, fully
     paid and nonassessable.

              (2) Assuming (i) the due authorization, execution and delivery of
     the Rights Agreement by the Company and the Rights Agent in substantially
     the form included as




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     Exhibit 4.3 to the Registration Statement, (ii) that the Rights Agreement
     has been duly authorized, executed and delivered by the Rights Agent, and
     (iii) that the Rights Agreement is a binding obligation of the Rights
     Agent, then when the Registration Statement has become effective under the
     Act and the Securities have been validly issued and sold as contemplated by
     the Registration Statement, the Rights attributable to the Securities will
     be validly issued.

              In connection with our opinion set forth in paragraph (2) above,
we note that the question whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.

              The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.

              Also, we have relied as to certain factual matters on information
obtained from public officials, officers of the Company and other sources
believed by us to be responsible.

              We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us under the heading
"Validity of Common Stock" in the




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Prospectus. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.



                                                           Very truly yours,

                                                     /s/ Chadbourne & Parke LLP