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Exhibit 5.1
Opinion of Stradling Yocca Carlson & Rauth, A Professional Corporation
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-8
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (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: (a) 600,000 shares of the Company's Common Stock issuable under
the 1996 Stock Option/Stock Issuance Plan (As Amended and Restated as of April
8, 1997, March 12, 1998 and November 3, 1998, and amended as of March 31, 2000)
(the "1996 Plan"); and (b) 200,000 shares of Common Stock issuable made
available for purchase pursuant to the Company's Employee Stock Purchase Plan
(As Amended As Of March 31, 2000) (the "ESPP").
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, it is our opinion that the 600,000 shares of
Common Stock to be issued under the 1996 Plan against full payment in accordance
with the respective terms and conditions of the 1996 Plan, and the 200,000
shares of Common Stock to be purchased under the ESPP against full payment in
accordance with the respective terms and conditions of the ESPP, 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.
Very truly yours,
/s/ STRADLING YOCCA CARLSON & RAUTH
