0001041577-98-000007 Sample Contracts

Exhibit 5.1 ------------------------------------------------------------------- -------------
Legal Opinion • April 6th, 1998 • Atmi Inc • General industrial machinery & equipment, nec

As counsel for ATMI, Inc., a Delaware corporation (the "Company"), we are furnishing you with this opinion in connection with the issuance of a maximum of 900,000 shares of Common Stock of the Company (the "Shares") pursuant to the above-referenced Plan (the "Plan"), to which the above-referenced Registration Statement relates.

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Exhibit 23.2 ------------------------------------------------------------------ -------------- Consent of Independent Auditors We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 11,...
Consent of Independent Auditors • April 6th, 1998 • Atmi Inc • General industrial machinery & equipment, nec

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 11, 1998, with respect to the consolidated financial statements and schedule of ATMI, Inc. included in its Annual Report on Form 10-K for the year ended December 31, 1997, filed with the Securities and Exchange Commission.

Exhibit 23.3 ------------------------------------------------------------------ -------------- Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of ATMI, Inc. of our...
Consent of Independent Accountants • April 6th, 1998 • Atmi Inc • General industrial machinery & equipment, nec

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of ATMI, Inc. of our report dated May 17, 1997, except for the last paragraph of Note 3 which is as of July 29, 1997 and the last paragraph of Note 6 which is as of December 18, 1997, pertaining to the combined financial statement of Lawrence Semiconductor Laboratories, Inc. and Affiliate included in ATMI, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997. It should be noted, however, that such financial statements are not included separately in the form 10-K. We also consent to the application of such report to the Financial Statement Schedule for the two years ended December 31, 1996 included in the Form 10-K when such schedule is read in conjunction with the financial statements referred to in our report. The audits referred to in such report also included this schedule.

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