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EXHIBIT 5.1
OPINION OF HELLER EHRMAN WHITE & MCAULIFFE LLP
December 22, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
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-8 (the "Registration Statement") which the Company proposes to file with
the Securities Exchange Commission on or about December 22, 2000 for the
purposes of registering under the Securities Exchange Act of 1933, as amended,
2,226,463 shares of its Common Stock, $0.001 par value (the "Shares"). Of the
Shares, 391,238 are issuable under the Haptic Technologies, Inc. 2000 Stock
Option Plan assumed by the Company on March 9, 2000, 500,000 are issuable under
the Company's 2000 Non-Officer Nonstatutory Stock Option Plan, 766,322 are
issuable under the Company's 2000 HT Non-Officer Nonstatutory Stock Option Plan,
68,903 are issuable under the HT Medical Systems, Inc. 1998 Stock Option Plan
assumed by the Company on September 29, 2000 and 500,000 are issuable under the
Company's Nonstatutory Stock Option Plan and Stock Option Agreement with Robert
G. O'Malley (collectively, the "Plans").
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
December 3, 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 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 Good Standing relating to the Company issued by
the Secretary of State of the State of Delaware as of December
3, 2000 and verified as being in full force and effect in a
"bring-down" letter from GKL Corporate/Search, Inc. dated
December 21, 2000, a corporate search agent;
(d) A Certificate of Status Foreign Corporation issued by the
Secretary of State of the State of California as of December 3,
2000 and verified as being in full force and effect in a
"bring-down" letter from GKL Corporate/Search, Inc. dated
December 21, 2000, a corporate search agent;
(e) 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 shareholders 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 Plans; and
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(f) A letter from EquiServe, the Company's transfer agent, dated
December 20, 2000, as to the number of shares of the Company's
common stock that were outstanding on December 19, 2000.
This opinion is limited to the federal law of the United States of
America and the Delaware General Corporation Law, 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 on 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 full
consideration stated in the Plans is paid for each Share and that such
consideration in respect of each Share includes payment of cash or other lawful
consideration, (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 and sold by the Company, after
payment therefore in the manner provided in the Plans and 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
