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EXHIBIT 5.1
[Oppenheimer Wolff & Donnelly LLP Letterhead]
August 11, 2000
American Medical Systems Holdings, Inc.
10700 Bren Road West
Minnetonka, MN 55343
RE: AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to American Medical Systems Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the registration by the Company
of an aggregate 4,011,750 shares (collectively, the "Shares") of the Company's
voting common stock, $.01 par value per share (the "Common Stock") issuable
under the Company's Employee Stock Purchase Plan and 2000 Equity Incentive Plan
(collectively, the "Plans"), pursuant to a Registration Statement on Form S-8
filed with the Securities and Exchange Commission on August 11, 2000.
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein.
In connection with our examination, we have assumed the genuiness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of all natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations stated
herein, it is our opinion that:
1. The Company has the corporate authority to issue the Shares in the manner
and under the terms set forth in the Plans.
2. The Shares have been duly authorized and, when issued, delivered and paid
for according to the Plans, will be validly issued, fully paid and
nonassessable.
We express no opinion with respect to laws other than those of the State of
Delaware and the federal laws of the United States of America, and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
Very truly yours,
OPPENHEIMER WOLFF & DONNELLY LLP
/s/ Oppenheimer Wolff & Donnelly LLP
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