EXHIBIT 5.1 Cooley Godward LLP ATTORNEYS AT LAW San Francisco, CA 415 693-2000 2595 Canyon Boulevard Palo Alto, CA Suite 250 415 843-5000 Boulder, CO 80302-6737 Menlo Park, CA Main 303 546-4000 415 843-5000 Fax 303 546-4099 San Diego, CA 619 550-6000 Denver, CO 303 606-4800 http://www.cooley.com JAMES C. T. LINFIELD 303 546-4010 linfieldjct@cooley.com May 16, 1997 Dynamic Materials Corporation 551 Aspen Ridge Drive Lafayette, Colorado 80026 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Dynamic Materials Corporation (the "Registrant") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 250,000 shares of the Registrant's Common Stock, $.05 par value, pursuant to the Registrant's 1992 Incentive Stock Option Plan (the "Plan") (the "Shares"). In connection with this opinion, we have (i) examined the Registration Statement and the related Prospectus, and (ii) reviewed the Registrant's Articles of Incorporation and Bylaws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We also have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in accordance with the Plan, the Registration Statement and the related Prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). Dynamic Materials Corporation May 16, 1997 Page 2 We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Cooley Godward LLP By: /s/ James C. T. Linfield ----------------------------------- James C. T. Linfield JCTL:mmc