EX-5.1 3 f83974a2exv5w1.txt EXHIBIT 5.1 EXHIBIT 5.1 [MORRISON & FOERSTER LLP LETTERHEAD] October 22, 2002 Novellus Systems, Inc. 4000 North First Street San Jose, CA 95134 Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-4, including the proxy statement-prospectus forming a part thereof, filed by you with the Securities and Exchange Commission on August 29, 2002 and subsequently amended (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 7,521,456 shares of your common stock, no par value per share (the "Stock"). The Stock will be issued to the former shareholders of SpeedFam-IPEC, Inc. ("SpeedFam"), an Illinois corporation, pursuant to the terms of that certain Agreement and Plan of Reorganization, dated as of August 11, 2002, by and among you, NHL Acquisition-Sub, Inc., a Delaware corporation and your wholly-owned subsidiary, and SpeedFam (the "Reorganization Agreement"). As counsel to the Company and in connection with this opinion, we have examined all proceedings taken by you in connection with the registration of the Stock. It is our opinion that the Stock, which is being issued by you in exchange for the shares of common stock of SpeedFam pursuant to the Reorganization Agreement, when issued in the manner described in the Registration Statement, 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 all references to us in the Registration Statement and any amendments thereto. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, /s/ MORRISON & FOERSTER LLP