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[STRADLING YOCCA CARLSON & RAUTH LETTERHEAD]
September 8, 2000
Exhibit 5.1
Radiance Medical Systems, Inc.
13700 Alton Parkway, Suite 160
Irvine, California 92618
Re: Registration Statement on Form S-2 -- Registration No. 333-44450
Ladies and Gentlemen:
At your request, we have examined Registration Statement on Form S-2,
Registration No. 333-44450, filed by Radiance Medical Systems, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission on
August 24, 2000 (as amended by Amendment No. 1 thereto and as may be further
amended or supplemented, the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of 3,278,150 shares
of Common Stock of the Company, $0.001 par value (the "Common Stock"). The
Common Stock includes 1,927,584 shares to be sold by the Company, of which
427,584 shares which will be subject to an over-allotment option to be granted
to the underwriters by the Company, and up to 1,350,566 shares of Common Stock
to be sold by the selling stockholder. The shares of Common Stock are to be sold
to the underwriters as described in the Registration Statement for sale to the
public.
As your counsel in connection with this transaction, we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with the authorization, issuance and sale of the shares of
the Common Stock.
Based on the foregoing, it is our opinion that the 3,278,150 shares of
Common Stock, when issued and sold in the manner described in the Registration
Statement, will be legally issued, 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,
STRADLING, YOCCA, CARLSON & RAUTH
