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Exhibit 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
July 19, 2000
Physiometrix, Inc.
5 Billerica Park
North Billerica, MA 01862
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 filed with
the Securities and Exchange Commission on July 19, 2000 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 40,000 shares of Common Stock of Physiometrix, Inc. and
7,500 shares of Common Stock issuable upon exercise of warrants (the
"Shares"). The Shares, are to be sold by the selling shareholders as
described in such Registration Statement for the sale to the public. As your
counsel in connection with this transaction, we have examined the proceedings
proposed to be taken in connection with said sale and issuance of the Shares.
It is our opinion that, upon approval by the Physiometrix Board of
Directors, the Shares when issued and sold in the manner referred to in the
Registration Statement 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 appearing in the
Registration Statement, including the prospectus constituting a part hereof, and
any amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
