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EXHIBIT 5.1
May 30, 2000
Visible Genetics Inc.
700 Bay Street, Suite 1000
Toronto, Ontario
Canada M5G 1Z6
Dear Sirs & Mesdames:
Re: REGISTRATION STATEMENT ON FORM S-8
We have acted as Ontario counsel to Visible Genetics Inc., a corporation
formed under the laws of the Province of Ontario, Canada (the "Registrant"), in
connection with the Registrant's 2000 Employee Share Option Plan (the "2000
Plan"). We understand that the Registrant has filed a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
offering of an additional 1,000,000 common shares (the "Shares"), no par value
per share, issuable upon the exercise of options granted or to be granted to
certain employees and others of the Registrant pursuant to the 2000 Plan.
For purposes of expressing the opinion set forth herein, we have examined
originals or copies, satisfactory to us, of all such corporate records and of
all such agreements, certificates and other documents as we have deemed relevant
and necessary as a basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the
original documents of all documents submitted to us as copies. As to any facts
material to such opinion, we have, to the extent that relevant facts were not
independently established by us, relied on certificates of public officials and
certificates of officers or other representatives of the Registrant.
We are solicitors qualified to practice law in the Province of Ontario and
express no opinion as to any laws or any matters governed by any laws other than
the laws of the Province of Ontario and the federal laws of Canada applicable
therein.
Based upon and subject to the foregoing, we are of the opinion that, upon
exercise of options granted under the 2000 Plan which have been or are duly
granted pursuant to the terms of the 2000 Plan and are duly exercised and paid
for in accordance with their terms, the terms of the 2000 Plan and the terms of
the resolution pursuant to which such options have been or are granted, the
Shares so issued will be outstanding as fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement. In giving such consent, we do not thereby
concede that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations thereunder.
Yours very truly,
/s/ OSLER, HOSKIN & HARCOURT LLP
