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Ormat Technologies, Inc. – IPO: ‘S-1/A’ on 10/22/04 – EX-5.1

On:  Friday, 10/22/04, at 12:48pm ET   ·   Accession #:  950136-4-3509   ·   File #:  333-117527

Previous ‘S-1’:  ‘S-1/A’ on 9/28/04   ·   Next:  ‘S-1/A’ on 11/5/04   ·   Latest:  ‘S-1/A’ on 11/10/04   ·   4 References:   

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/22/04  Ormat Technologies, Inc.          S-1/A                 21:8.3M                                   Capital Systems 01/FA

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment 2 to Form S-1                             HTML   3.28M 
 2: EX-3.1      Second Amended and Restated Certificate of Inc.     HTML     48K 
 3: EX-3.2      Second Amended & Restated By-Laws                   HTML    110K 
 4: EX-4.3      Rights Agreement                                    HTML    142K 
 5: EX-5.1      Opinion of Chadbourne & Parke LLP                   HTML     13K 
 6: EX-8.1      Opinion of Chadbourne & Parke LLP                   HTML     14K 
 7: EX-10.1.16  Letter of Credit and Loan Agreement                 HTML    239K 
 8: EX-10.1.17  First Amendment                                     HTML     11K 
 9: EX-10.1.18  Subordination Agreement                             HTML     29K 
16: EX-10.10.1  Form of Executive Employment Agreement              HTML     37K 
17: EX-10.10.2  Amendment to Executive Employment Agreement         HTML      9K 
18: EX-10.11    Indemnification Agreement                           HTML     34K 
10: EX-10.3.29  Plant Connection Agreement                          HTML    228K 
11: EX-10.3.30  Plant Connection Agreement                          HTML    228K 
12: EX-10.5.5   Form of Registration Rights Agreement               HTML     74K 
13: EX-10.6.1   2004 Incentive Compensation Plan                    HTML     53K 
14: EX-10.6.2   Form of Incentive Stock Option Agreement            HTML     28K 
15: EX-10.6.3   Form of Nonqualified Stock Option Agreement         HTML     27K 
19: EX-21.1     List of Subsidiaries                                HTML     10K 
20: EX-23.1     Consent of Independent Accountants                  HTML     10K 
21: EX-23.6     Consent of Yoram Bronicki                           HTML      8K

EX-5.1   —   Opinion of Chadbourne & Parke LLP

This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

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                                                                     Exhibit 5.1

                                                                October 19, 2004

                     [Letterhead of Chadbourne & Parke LLP]

Ormat Technologies, Inc.
980 Greg Street
Sparks, Nevada  89431

Ladies and Gentlemen:

              In connection with the registration under the Securities Act of
1933 (the "Act") of up to 7,187,500 shares (the "Securities") of Common Stock,
par value $0.001 per share, of Ormat Technologies, Inc., a Delaware corporation
(the "Company"), and the stock purchase rights related to the shares (the
"Rights") to be issued pursuant to the Rights Agreement (the "Rights
Agreement"), to be entered into between the Company and American Stock Transfer
& Trust Company, as Rights Agent (the "Rights Agent"), we, as your special
counsel, have examined such corporate records, certificates and other documents,
and such questions of law, as we have considered necessary or appropriate for
the purposes of this opinion. Upon the basis of such examination, we advise you
that, in our opinion:

              (1) When the registration statement relating to the Securities and
     the Rights (the "Registration Statement") has become effective under the
     Act, the terms of the sale of the Securities have been duly established in
     conformity with the Company's certificate of incorporation, and the
     Securities have been duly issued and sold as contemplated by the
     Registration Statement, the Securities will be validly issued, fully paid
     and nonassessable.


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                                       2

              (2) Assuming (i) that the Board of Directors of the Company, after
     fully informing itself with respect to the Rights Agreement and the Rights
     and after giving due consideration to all relevant matters, determines that
     the execution and delivery of the Rights Agreement and the issuance of the
     Rights thereunder would be in the best interests of the Company and its
     stockholders, (ii) the due authorization, execution and delivery of the
     Rights Agreement by the Company and the Rights Agent in substantially the
     form included as Exhibit 4.3 to the Registration Statement, (iii) that the
     Rights Agreement has been duly authorized, executed and delivered by the
     Rights Agent, and (iv) that the Rights Agreement is a binding obligation of
     the Rights Agent, then when the Registration Statement has become effective
     under the Act and the Securities have been validly issued and sold as
     contemplated by the Registration Statement, the Rights attributable to the
     Securities will be validly issued.

              In connection with our opinion set forth in paragraph (2) above,
we note that the question whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.

              The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.


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                                       3

              Also, we have relied as to certain factual matters on information
obtained from public officials, officers of the Company and other sources
believed by us to be responsible.

              We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us under the heading
"Validity of Common Stock" in the Prospectus. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act.

                                                               Very truly yours,

                                                      /s/ Chadbourne & Parke LLP

Dates Referenced Herein

Referenced-On Page
This ‘S-1/A’ Filing    Date First  Last      Other Filings
Filed on:10/22/04None on these Dates
10/19/042
 List all Filings 

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/24  Ormat Technologies, Inc.          10-K       12/31/23  139:27M                                    RDG Filings/FA
 2/24/23  Ormat Technologies, Inc.          10-K       12/31/22  140:25M                                    RDG Filings/FA
 2/25/22  Ormat Technologies, Inc.          10-K       12/31/21  143:66M                                    RDG Filings/FA
 2/26/21  Ormat Technologies, Inc.          10-K       12/31/20  144:33M                                    RDG Filings/FA
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Filing Submission 0000950136-04-003509   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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