<PAGE> 1
EXHIBIT 5.1
OPINION OF BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
38 Technology Drive
Irvine, California 92618-5312
December 21, 2000
Endocare, Inc.
7 Studebaker
Irvine, California 92618
Re: Endocare, Inc. Registration Statement on Form S-3 for Resale of
1,942,260 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Endocare, Inc., a Delaware corporation (the
"Company") in connection with its registration of 1,942,260 shares of Common
Stock (the "Shares") as described in the Company's Registration Statement on
Form S-3 ("Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"). The Shares
consist of shares of Common Stock which are issued and outstanding (the "Issued
Shares") and shares of Common Stock which are issuable upon exercise of certain
warrants (the "Warrant Shares"), all as described in the Registration Statement.
This opinion is being furnished in accordance with the requirements of
Item 16 of Form S-3 and Item 601(b)(b)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the original issuance and
sale of the Issued Shares and the warrants referenced above (the "Warrants").
Based on such review, we are of the opinion that the Issued Shares are duly
authorized, validly issued, fully paid and nonassessable and that, when issued
and paid for in accordance with the terms of the Warrants, the Warrant Shares
will be duly authorized, validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or
the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
-----------------------------------
Brobeck, Phleger & Harrison LLP
