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EXHIBIT 5.1
September 6, 2000
Immersion Corporation
801 Fox Lane
San Jose, CA 95131
RE: REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
We have acted as counsel to Immersion Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-4 (the "Registration Statement") which the Company proposes to file with
the Securities and Exchange Commission on September 6, 2000 for the purpose of
registering under the Securities Act of 1933, as amended, 1,998,433 shares of
its Common Stock, par value $0.001 (the "Shares"), issuable pursuant to the
Agreement and Plan of Reorganization, dated as of July 31, 2000, among the
Company, HT Merger, Inc. HT Medical Systems, Inc. and Gregg Merril (the
"Agreement and Plan of Reorganization").
We have assumed the authenticity of all records, documents and
instruments submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
records, documents and instruments submitted to us as copies.
In rendering our opinion, we have examined the following records,
documents and instruments:
(a) The Amended and Restated Certificate of Incorporation of the Company,
certified by the Delaware Secretary of State as of September 6, 2000 and
certified to us by an officer of the Company as being complete and in
full force as of the date of this opinion;
(b) The Amended and Restated Bylaws of the Company certified to us by an
officer of the Company as being complete and in full force and effect as
of the date of this opinion;
(c) A Certificate of an officer of the Company (i) attaching records
certified to us as constituting all records of proceedings and actions
of the Board of Directors, including any committee thereof, and
stockholders of the Company relating to the Shares, and the Registration
Statement, and (ii) certifying as to certain factual matters;
(d) The Registration Statement;
(e) The Agreement and Plan of Reorganization; and
(f) A letter from Boston Equiserve, the Company's transfer agent, dated
August 24, 2000, as to the number of shares of the Company's Common
Stock that were outstanding on August 23, 2000.
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IMMERSION Corporation
September 6, 2000
This opinion is limited to the federal law of the United States of
America and the General Corporation Law of the State of Delaware, and we
disclaim any opinion as to the laws of any other jurisdiction. We further
disclaim any opinion as to any other statute, rule, regulation, ordinance, order
or other promulgation of any other jurisdiction or any regional or local
governmental body or as to any related judicial or administrative opinion.
Based upon the foregoing and our examination of such questions of law as
we have deemed necessary or appropriate for the purpose of this opinion, and
assuming that (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered and issued, (ii) the Shares are
issued in accordance with the Agreement and Plan of Reorganization, (iii)
appropriate certificates evidencing the Shares are executed and delivered by the
Company, and (iv) all applicable securities laws are complied with, it is our
opinion that when issued by the Company, in the manner provided in the Agreement
and Plan of Reorganization and the Registration Statement, the Shares will be
legally issued, fully paid and nonassessable.
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon by
you for any other purpose, or relied upon by any other person, firm, corporation
or other entity for any purpose, without our prior written consent. We disclaim
any obligation to advise you of any change of law that occurs, or any facts of
which we may become aware, after the date of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ HELLER EHRMAN WHITE & McAULIFFE LLP
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