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EXHIBIT 5.1
July 19, 2000
RITA Medical Systems, Inc.
967 North Shoreline Blvd.
Mountain View, CA 94043
Registration Statement on Form S-1 (File No. 333-36160)
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 (File No. 333-36160)
(the "Registration Statement") filed by you with the Securities and Exchange
Commission on May 3, 2000, as amended by Amendment No. 1 to the Registration
Statement filed June 14, 2000, Amendment No. 2 to the Registration Statement
filed on June 28, 2000, Amendment No. 3 to the Registration Statement filed on
July 14, 2000 and Amendment No. 4 to the Registration Statement filed on July
19, 2000 in connection with the registration under the Securities Act of 1933
of shares of your Common Stock (the "Shares"). As your legal counsel in
connection with this transaction, we have examined the proceedings taken and we
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 upon conclusion of the proceedings being taken or
contemplated to be taken prior to the issuance of the Shares, the Shares when
issued and sold in the manner described in the Registration Statement 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 and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
