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EXHIBIT 5.1
OPINION OF COOLEY GODWARD LLP
[COOLEY GODWARD LLP LETTERHEAD]
September 5, 2000
Molecular Devices Corporation
1311 Orleans Drive
Sunnyvale, CA 94089
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Molecular Devices Corporation, a Delaware corporation (the
"Company"), of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission")
covering up to 897,196 shares of the Company's Common Stock, $0.001 par value
(the "Shares"), for issuance pursuant to LJL BioSystems, Inc. 1994 Equity
Incentive Plan, LJL BioSystems, Inc. 1997 Stock Plan and LJL BioSystems, Inc.
1998 Directors' Stock Option Plan (collectively, the "Plans"), which have been
assumed by the Company pursuant to the Agreement and Plan of Merger and
Reorganization, dated as of June 7, 2000, by and among the Company, LJL
BioSystems, Inc., a Delaware corporation, and Mercury Acquisition Sub, Inc., a
Delaware corporation.
In connection with this opinion, we have examined and relied upon the
Registration Statement and related Prospectus, the Company's Amended and
Restated Certificate of Incorporation and Bylaws, and the originals or copies
certified to our satisfaction of such records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below. We 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 sold and issued in accordance with the Registration
Statement, the Plans and the options to be granted thereunder, will be validly
issued, fully paid and non-assessable (except for Shares issued pursuant to
deferred payment arrangements, which shall be fully paid upon the satisfaction
of such payment obligations).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Suzanne Sawochka Hooper
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Suzanne Sawochka Hooper
