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Exhibit 5.1
MORRISON & FOERSTER llp
San Francisco, California
July 24, 2000
Digimarc Corporation
19801 S.W. 72nd Avenue, Suite 250
Tualatin, Oregon 97062
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
executed by you on July 24, 2000, and to be filed with the Securities and
Exchange Commission (the "SEC") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 1,775,000 shares of your
common stock, $.001 par value per share (the "Common Stock") which will be
issuable under the Digimarc Corporation 2000 Non-Officer Employee Stock
Incentive Plan and the Digimarc Corporation Restated 1999 Stock Incentive Plan
(the "Plans").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the adoption of the
Plans, of options previously granted pursuant to the Plans (the "Plan Shares"),
and such documents as we have deemed necessary to render this opinion.
Based upon the foregoing, it is our opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plans, will be validly
issued, fully paid and non-assessable shares of Common Stock.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Morrison & Foerster llp
