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Exhibit
5.1
Park
Electrochemical Corp.
48
South Service Road
Melville,
New York 11747
August 27, 2008
Park
Electrochemical Corp.
48
South Service Road
Melville,
New York 11747
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Registration of 1,800,000 shares of Common Stock, $0.10 par value,
of
Park
Electrochemical Corp. on Registration Statement
on Form S-8
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Ladies
and Gentlemen:
I
am the Executive Vice President, Secretary and General Counsel of Park
Electrochemical Corp., a New York corporation (the "Company"), and am familiar
with the filing by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), of a
registration statement on Form S-8 (the "Registration Statement") relating to
1,800,000 shares (the "Shares") of the Company's Common Stock, $.10 par value,
which may be purchased by employees of the Company or its subsidiaries pursuant
to the Park Electrochemical Corp. 2002 Stock Option Plan (the
"Plan").
This
opinion is being furnished pursuant to Item 8 of Part II of the Registration
Statement.
In
connection with this opinion, I have examined and am familiar with originals or
copies, certified or otherwise identified to my satisfaction, of such documents
as I have deemed necessary or appropriate as a basis for the opinions set forth
herein, including (i) the Registration Statement, (ii) the Plan, (iii) the
Certificate of Incorporation and the By-Laws of the Company, as each is
currently in effect, (iv) resolutions of the Board of Directors of the Company
relating to the adoption of the Plan and the proposed registration of the Shares
and (v) such other documents as I have deemed necessary or
appropriate as a basis for this opinion.
In
my examination, I have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
me as originals, the conformity to original documents of all documents submitted
to me as certified or photostatic copies and the authenticity of the originals
of such latter documents. As to any facts material to the opinions expressed
herein which were not independently established or verified by me, I
Park
Electrochemical Corp.
August
27, 2008
Page
2
have
relied upon statements and representations of officers and other representatives
of the Company and others.
I
am licensed to practice law in the State of New York, and I do not purport to
express an opinion herein concerning any laws other than the laws of the State
of New York.
Based
upon and subject to the foregoing, I am of the opinion that the Shares are duly
authorized and that (1) when the Registration Statement shall have become
effective, (2) when the provisions of the securities and blue sky laws of
certain jurisdictions shall have been complied with and (3) when the Shares,
certificates for which shall have been duly executed, shall have been duly
delivered against payment of the consideration therefor in accordance with the
Plan, the Shares will be legally issued and fully-paid and non-assessable under
the laws of the State of New York, subject, however, to the provisions of
Section 630 of the New York Business Corporation Law.
I
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act.
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Very
truly yours,
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/s/ Stephen E.
Gilhuley
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Stephen
E. Gilhuley
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Executive
Vice President, Secretary
and
General Counsel
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