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Exhibit 5.1
FOLEY, HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109-2170
TELEPHONE 617-832-1000 1747 PENNSYLVANIA AVENUE, N.W.
FACSIMILE 617-832-7000 SUITE 1200
www.fhe.com WASHINGTON, D.C. 20006
TEL: 202-223-1200
FAX: 202-785-6687
August 2, 2000
Implant Sciences Corporation
107 Audubon Road #5
Wakefield, MA 01880
Dear Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 (the "S-8
Registration Statement") filed today by Implant Sciences Corporation, a
Massachusetts corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended. The S-8 Registration
Statement relates to the proposed offering by the Company of 1,160,268 shares
(the "Shares") of its common stock, par value $0.10 per share (the "Common
Stock"), which were issued pursuant to the exercise of options or are issuable
under options previously granted and currently outstanding or under options
which may be granted after the date hereof pursuant to the Implant Sciences
Corporation 1998 Incentive and Nonqualified Stock Option Plan, the Implant
Sciences Corporation 1992 Stock Option Plan and the 1998 Employee Stock Purchase
Plan (the "Plans").
In arriving at the opinions expressed below, we have examined and
relied on the following documents:
1. The Restated Articles of Organization, as amended, and the Amended and
Restated By- Laws of the Company.
2. The records of meetings and consents of the Board of Directors and
stockholders of the Company provided to us by the Company.
3. The Plans.
In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such corporate
records of the Company and such other instruments and other certificates of
public officials, officers and representatives of the Company and such other
persons, and we have made such investigations of law, as we have deemed
appropriate as a basis for the opinions expressed below.
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August 2, 2000
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Based upon the foregoing, it is our opinion that:
1. The Company has corporate power adequate for the issuance of the Shares
in accordance with the S-8 Registration Statement.
2. The Company has taken all necessary corporate action required to
authorize the issuance and sales of the Shares.
3. When certificates for the Shares have been duly executed and
countersigned, and delivered against due receipt of the exercise price
for the Shares as described in the options relating thereto and the
Plans, the Shares will be legally issued, fully paid and
non-assessable.
We here consent to the filing of this opinion as an exhibit to the S-8
Registration Statement.
Sincerely,
Foley, Hoag & Eliot LLP
By: /s/David A. Broadwin
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Partner
