EX-5.1 2 file2.htm OPINION OF CHADBOURNE & PARKE LLP






[LETTERHEAD OF CHADBOURNE & PARKE LLP]




                                                  May 17, 2007



Ormat Technologies, Inc.




              Re: Opinion Letter - Form S-8 for Ormat Technologies, Inc.

                  ------------------------------------------------------



Ladies and Gentlemen:


     We have acted as counsel to Ormat Technologies, Inc., a Delaware

Corporation (the "Company"), in connection with the amendment to the Company's

2004 Incentive Compensation Plan (the "Plan"), which increased the number of

shares reserved for issuance pursuant to the Plan by 2,500,000.


     We are delivering this opinion in connection with the filing by the Company

of a Registration Statement on Form S-8 (the "Registration Statement")

registering under the Securities Act of 1933, as amended (the "Securities Act"),

such additional shares for issuance under the Plan.


     We have examined such documents, records and matters of law as we have

deemed necessary as a basis for the opinion hereinafter expressed, including the

resolutions of Board of Directors of the Company and other corporate proceedings

taken by the Company in connection with the authorization of the shares of

Common Stock to be delivered from time to time pursuant to the Plan. On the

basis of the foregoing, and having regard for legal considerations that we deem

relevant, we are of the opinion that when the Registration Statement becomes

effective under the Securities Act, all additional shares of Common Stock

delivered in accordance with the Plan will, when so delivered, be legally

issued, fully paid and nonassessable.


     We express no opinion herein as to any laws other than the Delaware General

Corporation Law (including the applicable provisions of the Delaware

Constitution and the applicable reported judicial decisions related thereto) and

the Federal laws of the United States.


     This letter is furnished only to you and is solely for your benefit in

connection with the transactions covered hereby. This letter may not be relied

upon by you for any other purpose, or furnished to, assigned to, quoted to or

relied upon by any other person, firm or entity for any purpose, without our

prior written consent, which may be granted or withheld in our discretion.



                                             Very truly yours,




                                             /s/ Chadbourne & Parke LLP