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EXHIBIT 5.1
[Latham & Watkins Letterhead]
August 9, 2000
ACLARA BioSciences, Inc.
1288 Pear Avenue
Mountain View, California 94043
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of an aggregate of 450,000 shares (the "Shares") of common stock, par
value $0.001 per share, of ACLARA BioSciences, Inc., a Delaware company (the
"Company"), issuable under the ACLARA BioSciences, Inc. Employee Stock Purchase
Plan (the "Plan") by the Company on a Registration Statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission on
August 9, 2000, you have requested our opinion with respect to the matters set
forth below.
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, or as to any matters of municipal law or the laws of any other local
agencies within the State of Delaware.
Subject to the foregoing, it is our opinion that the Shares to be issued
under the Plan have been duly authorized, and upon the issuance and delivery of
the Shares, in the manner contemplated by the Plan, 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 Plan,
including, without limitation, collection of required payment for the Shares,
the Shares will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Latham & Watkins
