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Exhibit 5.1
Opinion of Milbank, Tweed, Hadley & McCloy LLP
June 6, 2000
Inamed Corporation
11 Penn Plaza, Suite 946
New York, NY 10001
Ladies and Gentlemen:
We have examined the registration statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about June 6, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933 of shares of your common stock, par value $0.01 per share
(the "Shares"), to be offered and sold from time to time by the selling
stockholders identified in the Registration Statement.
Based on these examinations, it is our opinion that upon the completion of
the proceedings being taken, or which we, as your special counsel, contemplate
will be taken prior to the sale of the Shares, the Shares when offered and sold
in the manner referred to in the Registration Statement will be legally and
validly issued, fully paid and non-assessable.
The foregoing opinion is limited to matters involving the Federal laws of
the United States of America and the General Corporation Law of the State of
Delaware, and we do not express any opinion as to the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to the name of our firm therein,
without thereby admitting that we are "experts" under the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder for the purposes of any part of the Registration
Statement.
Very truly yours,
RSR/ABP
