Bridgeport Machines Inc – ‘S-8’ on 12/18/97 – EX-5

As of:  Thursday, 12/18/97   ·   Effective:  12/18/97   ·   Accession #:  899140-97-794   ·   File #:  333-42577

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement on Form S-8                     6     22K 
 2: EX-5        Opinion of Counsel                                     1      8K 
 3: EX-23.1     Consent of Accountants                                 1      5K 

EX-5   —   Opinion of Counsel

EX-5
TOC
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Willkie Farr & Gallagher
One Citicorp Center 
153 East 53rd Street
New York, New York 10022-4677 

December 16, 1997                                                               

Bridgeport Machines, Inc.                                                       
500 Lindley Street                                                              
Bridgeport, Connecticut  06606                                                  

Ladies and Gentlemen:                                                           

We have acted as counsel to Bridgeport Machines, Inc. (the "Company"), a        
corporation organized under the laws of the State of Delaware, with respect to  
the Company's Registration Statement on Form S-8 (the "Registration Statement") 
to be filed by the Company with the Securities and Exchange Commission on or    
about December 17, 1997, in connection with the registration under the          
Securities Act of 1933, as amended (the "Act"), by the Company of an aggregate  
of 60,000 shares (the "Shares") of the Company's common stock, par value $0.01  
per share (the "Common Stock"), issuable under the Bridgeport Machines, Inc.    
1994 Non-Employee Director Stock Option Plan (Amended and Restated as of July   
21, 1997) (the "Plan").                                                         

As counsel for the Company, we have examined, among other things, such federal  
and state laws and originals and/or copies (certified or otherwise identified to
our satisfaction) of such documents, certificates and records as we deemed      
necessary and appropriate for the purpose of preparing this opinion.            

Based on the foregoing, we hereby inform you that in our opinion, the Shares of 
Common Stock to be originally issued upon exercise of stock options granted or  
to be granted under the Plan have been duly and validly authorized for issuance 
and, when issued in accordance with the terms of the Plan for consideration of  
at least $0.01 per share, will be validly issued, fully paid, and nonassessable.

We hereby consent to the inclusion of this opinion as part of the Registration  
Statement. In giving such consent, we do not hereby admit that we come within   
the category of persons whose consent is required under Section 7 of the Act or 
the rules and regulations of the Securities and Exchange Commission.            

We are members of the Bar of the State of New York and do not purport to be     
experts in the laws of jurisdictions other than the State of New York, the      
General Corporation Law of the State of Delaware and the federal laws of the    
United States of America.                                                       

Very truly yours,                                                               

/s/ Willkie Farr & Gallagher                                                    

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		12/18/97		None on these Dates
		12/17/97
		12/16/97
		7/21/97
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