EX-5.1 2 0002.txt OPINION OF FULBRIGHT & JAWORSKI FULBRIGHT & JAWORSKI L.L.P. Exhibit 5 A Registered Limited Liability Partnership 666 Fifth Avenue New York, New York 10103-3198 TELEPHONE: 212/318-3000 HOUSTON FACSIMILE: 212/752-5958 WASHINGTON, D.C. AUSTIN SAN ANTONIO WRITER'S DIRECT DIAL DALLAS NEW YORK LOS ANGELES MINNEAPOLIS LONDON HONG KONG August 11, 2000 Zygo Corporation Laurel Brook Road Middlefield, Connecticut 06455-0448 Dear Sirs: We refer to the Registration Statement on Form S-3 (the "Registration Statement"), filed by Zygo Corporation (the "Company") on behalf of certain selling stockholders (the "Selling Stockholders") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 2,303,934 shares of the Company's common stock, $.10 par value (the "Shares"). As counsel for the Company, we have examined such corporate records, documents and such questions of law as we have considered necessary or appropriate for the purposes of this opinion and, upon the basis of such examination, advise you that in our opinion the Shares are legally issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm under the caption "Legal Matters" in the prospectus contained therein and elsewhere in the Registration Statement and prospectus. This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933, as amended. Very truly yours, /s/ FULBRIGHT & JAWORSKI L.L.P. -------------------------------