EXHIBIT 5

                           FORM OF OPINION OF COUNSEL

                                                                January 15, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re: Amtech Systems, Inc.
         1998 Stock Option Plan

Ladies and Gentlemen:

     We have acted as counsel to Amtech  Systems,  Inc., an Arizona  corporation
(the "Company"),  in connection with its Registration Statement on Form S-8 (the
"Registration  Statement")  filed under the  Securities Act of 1933, as amended,
relating to the  registration  of 250,000  shares of its Common Stock,  $.01 par
value (the "Shares"),  issuable pursuant to the Company's 1998 Stock Option Plan
(the "Plan").

     In that connection,  we have examined minutes of a meeting of the Company's
Board of Directors  held on March 15, 2001, at which the Shares were  authorized
for issuance under the Plan. We have further examined such documents,  corporate
records and other  instruments as we have deemed  necessary or  appropriate  for
purposes of this opinion,  including the  Certificate of  Incorporation  and the
Bylaws of the Company,  including all  amendments  thereto.  For purposes of our
opinion,  we have assumed the availability of a sufficient  number of authorized
and unissued shares at the time of such issuance.

     Based upon the  foregoing,  we are of the  opinion  that the  Shares,  when
issued  and sold in  accordance  with the  terms of the  Plan,  will be  validly
issued, fully paid and nonassessable.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration Statement.


                                Very truly yours,

                                /s/ SQUIRE, SANDERS & DEMPSEY L.L.P.