Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

October 26, 2006

 

(GREENBERG TRAURIG LOGO)   EXHIBIT 5
October 25, 2006
TTM Technologies, Inc.
2630 South Harbor Boulevard
Santa Ana, California 92704
     
Re:
  Registration Statement on Form S-8
Ladies and Gentlemen:
     As legal counsel to TTM Technologies, Inc., a Delaware corporation (the “Company”), we have assisted in the preparation of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on or about October 25, 2006, in connection with the registration under the Securities Act of 1933, as amended, of 6,852,915 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), issuable pursuant to the TTM Technologies, Inc. 2006 Incentive Compensation Plan (the “2006 Plan”). The facts, as we understand them, are set forth in the Registration Statement.
     With respect to the opinion set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies, only of the following:
  A.   The Certificate of Incorporation of the Company, as filed with the Secretary of State of the state of Delaware;
 
  B.   The Bylaws of the Company;
 
  C.   Unanimous Written Consent of the Board of Directors of the Company dated as of April 24, 2006;
 
  D.   The 2006 Plan; and
 
  E.   The Registration Statement.
     Subject to the assumptions that (i) the documents and signatures examined by us are genuine and authentic, and (ii) the persons executing the documents examined by us have the legal capacity to execute such documents, and based solely upon our review of items A through E above, it is our opinion that the Shares will be validly issued, fully paid, and nonassessable when issued and sold in accordance with the terms of the 2006 Plan.
     We hereby expressly consent to any reference to our firm in the Registration Statement, inclusion of this Opinion as an exhibit to the Registration Statement, and to the filing of this Opinion with any other appropriate governmental agency.
         
  Very truly yours,
 
 
  /s/ Greenberg Traurig, LLP    
     
     
 
(GREENBERG TRAURIG FOOTER)
(CITY LIST)