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Exhibit 5.1
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
617 542 6000
617 542 2241 FAX
BOSTON NEW YORK RESTON WASHINGTON
August 22, 2000
Epix Medical, Inc.
71 Rogers Streeet
Cambridge, Massachusetts 02142
Ladies and Gentlemen:
We have acted as counsel to Epix Medical, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-3, Registration No. 333-41782 (the "Registration
Statement"), as amended, pursuant to which the Company is registering under the
Securities Act of 1933, as amended (the "Securities Act"), 3,000,000 shares of
its common stock (the "Common Stock"). The 3,000,000 shares of Common Stock
covered by the Registration Statement are being sold by the Company. This
opinion is being rendered in connection with the filing of the Registration
Statement. All capitalized terms used herein and not otherwise defined shall
have the respective meanings given to them in the Registration Statement.
In connection with this opinion, we have examined the Company's
Restated Certificate of Incorporation, as amended, and Amended and Restated
Bylaws; certain records of the corporate proceedings of the Company and other
documents that we deemed necessary to render this opinion; and the
Registration Statement and the exhibits thereto filed with the Commission.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
copies.
BOSTON NEW YORK RESTON WASHINGTON
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Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Epix Medical, Inc.
August 22, 2000
Page 2
Based upon the foregoing, and subject to the limitations set forth
below, we are of the opinion that the Shares, when issued by the Company, will
be duly and validly issued, fully paid and non-assessable shares of the Common
Stock.
Our opinion is limited to the General Corporation Law of the State of
Delaware, and we express no opinion with respect to the laws of any other
jurisdiction. No opinion is expressed herein with respect to the qualification
of the Shares under the securities or blue sky laws of any state or any foreign
jurisdiction. The foregoing opinion is rendered as of the date hereof. We assume
no obligation to update such opinion to reflect any facts or circumstances which
may hereafter come to our attention or changes in the law which may hereafter
occur.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto. We hereby further consent
to the reference to us under the caption "Legal Matters" in the prospectus
included in the Registration Statement and in any abbreviated registration
statement pursuant to Rule 462(b).
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris
Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
