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EXHIBIT 5.1
July 25, 2000
SCM Microsystems, Inc.
160 Knowles Drive
Los Gatos, California 95032
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about July 25, 2000, in
connection with the registration under the Securities Act of 1933, as amended,
of 1,221,733 shares of Common Stock (the "Shares") to be issued under the
Company's 1997 Stock Plan and its sub-plan, the 1997 Stock Plan for French
Employees (referred to collectively as the "Plan").
As your legal counsel, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
sale and issuance of the Shares. It is our opinion that the Shares, when issued
and sold in the manner referred to in the Plans, and pursuant to the agreements
which accompany the Plans, as applicable, will be legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of our name wherever appearing in said
Registration Statement and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
