Clearday, Inc. - FORM 8-K - EX-5.1

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8-K - FORM 8-K - Clearday, Inc.	v58644e8vk.htm

Exhibit 5.1




		Manatt, Phelps & Phillips, LLP



February 9, 2011		Client-Matter: 25157-035-002

Superconductor Technologies Inc.
460 Ward Drive
Santa Barbara, California 93111-2310


Re:		Registration Statement on Form S-3 Issuance of 5,443,000 Shares of Common Stock

Ladies and Gentlemen:

We have acted as special counsel to Superconductor Technologies Inc., a Delaware corporation (the “Company”) in connection with the proposed issuance of up to 5,443,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company. The Shares are included in a Registration Statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) on December 17, 2007 and amended by Amendment No.1 to Form S-3 filed with the Commission on February 12, 2008 (Registration No. 333-148115) (the “Registration Statement”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined and reviewed only such documents, records and matters of law as we have deemed necessary or appropriate for the purpose of rendering the opinion set forth herein. Insofar as the opinion set forth herein is based on factual matters in connection with, among other things, the issuance of the Shares, which factual matters are authenticated in certificates from certain officers of the Company, we have relied on such certificates. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies.

Based upon the foregoing and subject to the assumptions, limitations and exceptions set forth herein, we are of the opinion that as of the date hereof, the Shares have been authorized by all necessary corporate action of the Company and, when issued and delivered pursuant to the terms of the form of Common Stock Purchase Agreement filed as an exhibit to the Company’s Current Report on Form 8-K filed February 4, 2011, against the consideration therefor as provided therein, will be validly issued, fully paid and nonassessable.

We express no opinion as to the applicability or effect of the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions

Superconductor Technologies Inc.
February 9, 2011
Page 2

interpreting those laws) and the Federal securities laws of the United States of America. Further, this opinion is based solely upon existing laws, rules and regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof. This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares.

This opinion is furnished to you in connection with the Registration Statement for the Shares, is solely for your benefit and may not be relied upon by, nor copies delivered to, any other person or entity without our prior written consent.

We hereby consent to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement and the prospectus supplement relating to the Shares, and to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed February 9, 2011. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission adopted under the Act.


	Very truly yours,
	/s/ Manatt, Phelps & Phillips, LLP
	Manatt, Phelps & Phillips, LLP

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