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Exhibit 5.1
[LETTERHEAD OF LATHAM & WATKINS]
August 8, 2000
VelocityHSI, Inc.
2175 North California Boulevard, Suite 810
Walnut Creek, California 94596
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
August 8, 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
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