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EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
July 14, 2000
Molecular Devices Corporation
1311 Orleans Drive
Sunnyvale, CA 94089
Ladies and Gentlemen:
We have acted as counsel for Molecular Devices Corporation, a Delaware
corporation (the "Company") in connection with the merger (the "Merger") and
other transactions contemplated by that certain Agreement and Plan of Merger and
Reorganization, dated as of June 7, 2000, by and among the Company, Mercury
Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of
the Company ("Merger Sub"), and LJL BioSystems, Inc., a Delaware corporation
("LJL BioSystems"). This opinion is being furnished in connection with a
Registration Statement on Form S-4 ("Registration Statement") to be filed by the
Company with the Securities and Exchange Commission covering the offer and sale
of 5,057,135 shares of the Company's common stock, $0.001 par value per share
("Common Stock"), to be issued in connection with the Merger.
In rendering this opinion, we have examined the following documents: (i) the
Company's Amended and Restated Certificate of Incorporation and Bylaws; (ii) the
resolutions adopted by the Board of Directors of the Company on June 6, 2000;
(iii) the Registration Statement; and (iv) such other documents, legal opinions
and precedents, corporate and other records of the Company, and certificates of
public officials and officers of the Company that we have deemed necessary or
appropriate to provide a basis for the below opinion.
Based upon and subject to the foregoing, in our opinion, the shares of Common
Stock of the Company which are being offered and sold by the Company pursuant to
the Registration Statement, when sold and issued in the manner and for the
consideration contemplated by the Registration Statement, will be legally
issued, fully paid and non-assessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm under the heading "Legal Matters."
Very Truly Yours,
COOLEY GODWARD LLP
By:
/s/ Suzanne Sawochka Hooper
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Suzanne Sawochka Hooper
