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EXHIBIT 5.1
OPINION OF BROBECK, PHLEGER & HARRISON LLP
December 21, 2000
Endocare, Inc.
7 Studebaker
Irvine, CA 92618
Re: Endocare, Inc. Registration Statement on Form S-8 for an
aggregate of 337,450 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Endocare, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
an aggregate of an additional 337,450 shares of common stock (the "Common
Stock") and related stock options under the Company's 1995 Stock Plan (the
"Plan").
This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(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 establishment
and amendment of the Plan. Based on such review, we are of the opinion that if,
as and when the shares of Common Stock are issued and sold (and the
consideration therefor received) pursuant to the provisions of the option
agreements or direct stock issuances duly authorized under the Plan and in
accordance with the Registration Statement, such shares will be duly authorized,
legally issued, fully paid and non-assessable.
We consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement.
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, the Plans or the shares of Common Stock issuable under such Plans.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
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BROBECK, PHLEGER & HARRISON LLP
