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Exhibit 5.1
Opinion of Stradling Yocca Carlson & Rauth, A Professional Corporation
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STRADLING YOCCA CARLSON & RAUTH
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
660 NEWPORT CENTER DRIVE, SUITE 1600
NEWPORT BEACH, CALIFORNIA 92660-6441
TELEPHONE (949) 725-4000
FACSIMILE (949) 725-4100
SAN FRANCISCO OFFICE
44 MONTGOMERY STREET, SUITE 2950
SAN FRANCISCO, CALIFORNIA 94104
TELEPHONE (415) 765-9180
FACSIMILE (415) 765-9187
December 21, 2000
Radiance Medical Systems, Inc.
13700 Alton Parkway, Suite 160
Irvine, CA 92618
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-3 (the "Registration Statement") being filed by Radiance Medical Systems,
Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of 142,857 shares of the Company's Common Stock (the "Shares") to be
sold by Cosmotec Co., Ltd. (the "Selling Stockholder"). The shares of Common
Stock are to be sold by the Selling Stockholder as described in the Registration
Statement for sale to the public.
As your counsel in connection with this transaction, we have examined
the proceedings heretofore taken and are familiar with the additional
proceedings proposed to be taken by the Company in connection with the
authorization, issuance and sale of the securities referred to above.
Based on the foregoing, and assuming that the full consideration for the
Shares has been received by the Company, it is our opinion that the Shares have
been validly issued and outstanding, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
prospectus, which is a part of the Registration Statement.
Very truly yours,
/s/ STRADLING YOCCA CARLSON & RAUTH
