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EXHIBIT 5.1
September 13, 2000
IRIDEX Corporation
1212 Terra Bella Avenue
Mountain View, California 94043
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about September 13, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 240,000 shares of your Common
Stock reserved for issuance under the 1998 Stock Plan, 50,000 shares of your
Common Stock reserved for issuance under the 1995 Employee Stock Purchase Plan
and 20,000 shares of your Common Stock reserved for issuance under the 1995
Director Option Plan (collectively, the "Shares") (collectively, the "Plans").
As legal counsel for IRIDEX Corporation, we have examined the proceedings taken
and are familiar with the proceedings proposed to be taken by you in connection
with the sale and issuance of the Shares under the Plans.
It is our opinion that, when issued and sold in the manner referred to in
the Plans and pursuant to the respective agreement which accompanies each grant
under the Plans, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments to it.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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