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EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS]
July 17, 2000
VelocityHSI, Inc.
44 Montgomery Street, 36th Floor
San Francisco, California 94104-4809
Re: VelocityHSI, Inc.
Registration Statement on Form S-1 (File No. 333-36162),
10,000,000 shares of Common Stock, par value $.01 per share
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Ladies and Gentlemen:
We have acted as counsel to VelocityHSI, Inc., a Delaware corporation
(the "Company") in connection with the registration of shares of common stock of
the Company, par value $.01 per share (the "Shares"), under the Securities Act
of 1933, as amended (the "Act"), on Form S-1 filed with the Securities and
Exchange Commission (the "Commission") on May 3, 2000 (File No. 333-36162), as
amended (the "Registration Statement"), which BRE Properties, Inc., a Maryland
corporation ("BRE") proposes to distribute to holders of shares of its common
stock in the manner contemplated by the Registration Statement (the
"Distribution"). You have requested our opinion with respect to the matters set
forth below.
In our capacity as your counsel in connection with the registration,
we are familiar with the proceedings taken by the Company in connection with the
authorization, issuance and sale of the Shares to be distributed by BRE in the
Distribution. In addition, 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.
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LATHAM & WATKINS
July 17, 2000
Page 2
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.
Subject to the foregoing, it is our opinion that the Shares to be
distributed by BRE in the Distribution in the manner contemplated by the
Registration Statement have been duly authorized and are validly issued, fully
paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained in the
Registration Statement under the heading "Legal Matters".
Very truly yours,
/s/ Latham & Watkins
