Ropes & Gray
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
(000) 000-0000
FAX: (000) 000-0000
Exhibit 5
April 28, 1997
Summit Technology, Inc.
00 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Re: Executive Stock Option Agreement with Xxxxx X. Xxxxxx (the "Agreement")
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
for the registration of 250,000 shares of Common Stock, $.01 par value (the
"Shares"), of Summit Technology, Inc., a Massachusetts corporation (the
"Company").
We have acted as counsel for the Company and are familiar with the
actions taken by the Company in connection with the Agreement. For purposes of
this opinion we have examined the Agreement and such other documents, records,
certificates and other instruments as we have deemed necessary.
We express no opinion as to the applicability of compliance with or
effect of Federal law or the law of any jurisdiction other than The Commonwealth
of Massachusetts.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when the Shares have been issued and sold and consideration
received therefor by the Company in accordance with the terms of the Agreement,
the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Very truly yours,
/s/Ropes & Gray
Ropes & Gray
II-7
