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Exhibit 5.1
September 27, 2000
Careside, Inc.
6100 Bristol Parkway
Culver City, CA 90250
RE: Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel to Careside, Inc., a Delaware corporation
(the "Company"), in connection with its registration statement on Form S-3 (the
"Registration Statement") relating to the registration for under the Securities
Act of 1933, as amended (the "Act"), of 7,726,223 shares of the Company's common
stock, par value $.01 per share (the "Common Stock").
We have examined the Registration Statement, including the exhibits
thereto, the Company's Amended and Restated Certificate of Incorporation, the
Company's Amended and Restated By-laws, and such other documents as we have
deemed appropriate. In the foregoing examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the authenticity of all documents submitted to us as copies of
originals.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock and the shares of Common Stock issuable upon the exercise of the
warrants, the contingent warrants, and conversion of the Series A Preferred
Stock (as described in the Registration Statement) which are being registered
under the Registration Statement, have been or will be validly issued and
outstanding as fully paid and non-assessable shares.
Our opinion expressed above is limited to the federal laws of the
United States and the law of the State of Delaware.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not hereby admit that we
come 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 thereunder.
Very truly yours,
PEPPER HAMILTON LLP
