<PAGE> 1
EXHIBIT 5.1
OPINION OF LATHAM & WATKINS
[LETTERHEAD OF LATHAM & WATKINS]
August 31, 2000
Board of Directors
ACLARA BioSciences, Inc.
1288 Pear Avenue
Mountain View, California 94043
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
In connection with the registration on a Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission (the
"Commission"), under the Securities Act of 1933, as amended (the "Act"), of an
aggregate of 6,397,782 shares (the "Shares") of common stock, par value $0.001
per share, of ACLARA BioSciences, Inc. (the "Company"), of which 59,063 shares
are reserved for issuance upon the exercise of stock options outstanding under
the Company's 1995 Stock Plan (the "1995 Plan"), 3,126,234 shares are reserved
for issuance upon the exercise of stock options that are outstanding or may be
granted under the Amended and Restated 1997 Stock Plan (the "1997 Plan" and
together with the 1995 Plan, the "Plans"), and 3,212,485 shares have been issued
by the Company pursuant to the exercise of options granted under the Plans (the
"Resale Shares"), you have requested our opinion with respect to the matters set
forth below.
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken in connection with the authorization, issuance and sale of the Shares. In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of any
other laws.
Subject to the foregoing, it is our opinion that (i) the Shares to be
issued under the Plans have been duly authorized, and upon the issuance and
delivery of the Shares in the manner contemplated by the Plans, and assuming the
Company completes all actions and proceedings required on its part to be taken
prior to the issuance and delivery of the Shares pursuant to the terms of the
Plans, including, without limitation, collection of required payment for the
Shares, the Shares will be validly issued, fully paid and nonassessable; and
(ii) the Resale Shares which are registered on the Registration Statement have
been duly authorized and validly issued and are fully paid and nonassessable.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent. We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
