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EXHIBIT 5.1
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
July 7, 2000
Collateral Therapeutics, Inc.
11622 El Camino Real
San Diego, CA 92130
Re: Collateral Therapeutics, Inc. Registration Statement
on Form S-8 for an Aggregate of 1,600,000 Shares of
Common Stock and Related Stock Options
Ladies and Gentlemen:
We have acted as counsel to Collateral Therapeutics, Inc., a
Delaware corporation (the "Company"), in connection with the registration on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, of an aggregate of 1,600,000 shares of the Company's common stock
(the "Shares"), of which (i) 1,500,000 shares of common stock and related
stock options are issuable under the Company's 1998 Stock Incentive Plan, as
amended to date (the "1998 Stock Incentive Plan"), and (ii) 100,000 shares of
common stock are issuable under the Company's 1998 Employee Stock Purchase
Plan, as amended to date, (collectively, the "Plans").
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the amendments of the
Plans. Based on such review, we are of the opinion that, if, as and when the
Shares have been issued and sold (and the consideration therefor received)
pursuant to (a) the provisions of option agreements duly authorized under the
1998 Stock Incentive Plan and in accordance with the Registration Statement,
or (b) duly authorized direct stock issuances in accordance with the Plans
and in accordance with the Registration Statement, such Shares will be duly
authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder, or Item 509 of
Regulation S-K.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plans, the Shares or the related stock options.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
