EX-5.1 2 dex51.htm LEGAL OPINION OF GIBSON, DUNN & CRUTCHER LLP Legal Opinion of Gibson, Dunn & Crutcher LLP

Exhibit 5.1

[Gibson, Dunn & Crutcher LLP Letterhead]

November 13, 2008

Adept Technology, Inc.

3011 Triad Drive

Livermore, CA 94551

 

  Re: Adept Technology, Inc.

Registration Statement on Form S-8 re: 2008 Employee Stock Purchase Plan

Ladies and Gentlemen:

We refer to the registration statement on Form S-8 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”) filed by Adept Technology, Inc., a Delaware corporation (the “Company”), with respect to the proposed issuance by the Company of up to 633,400 shares (the “Shares”) of the common stock of the Company, par value $0.001 per share (the “Common Stock”), under the 2008 Employee Stock Purchase Plan, as amended (the “Plan”).

We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued against payment therefore, will be validly issued, fully paid and non-assessable.

We are admitted to practice in the State of California, and are not admitted to practice in the State of Delaware. However, for the limited purposes of our opinion set forth above, we are generally familiar with the Delaware General Corporation Law (the “DGCL”) as presently in effect and have made such inquiries as we consider necessary to render this opinion with respect to a Delaware corporation. This opinion letter is limited to the laws of the State of California and, to the limited extent set forth above, the DGCL, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdictions be changed after the date hereof by legislative action, judicial decision or otherwise.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Securities and Exchange Commission.

 

Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP