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S-8 Filing
Applied Materials (AMAT) S-8Registration of securities for employees
Filed: 27 May 21, 4:52pm
Exhibit 5.1
May 27, 2021
Applied Materials, Inc.
3050 Bowers Avenue, P.O. Box 58039
Santa Clara, California 95052
Re: Applied Materials, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Applied Materials, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration of the issuance by the Company of up to 11,300,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”), under the Applied Materials, Inc. Omnibus Employees’ Stock Purchase Plan (the “ESPP”).
In arriving at the opinion expressed below, we have reviewed the following documents:
(a) | the Registration Statement; |
(b) | the ESPP; and |
(c) | copies of the Company’s Amended and Restated Certificate of Incorporation and the Company’s Amended and Restated Bylaws, certified by the Secretary of State of the State of Delaware and the Assistant Secretary of the Company, respectively. |
In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.
Cleary Gottlieb Steen & Hamilton LLP or an affiliated entity has an office in each of the cities listed above.
Applied Materials, Inc., p. 2
In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Shares have been duly authorized by all necessary corporate action of the Company and, when issued in accordance with the terms of the ESPP at prices at or in excess of the par value thereof, will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as a part (Exhibit 5.1) of the Registration Statement. In giving this consent, 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 Commission thereunder. The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.
Very truly yours, | ||
CLEARY GOTTLIEB STEEN & HAMILTON LLP | ||
By: | /s/ Francesca L. Odell | |
Francesca L. Odell |