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EXHIBIT 5.1
[LETTERHEAD OF OPPENHEIMER WOLFF & DONNELLY LLP]
JULY 21, 2000
American Medical Systems Holdings, Inc.
10700 Bren Road West
Minnetonka, MN 55343
Re: Registration Statement on Form S-1
File No. 333-37488
Dear Ladies and Gentlemen:
We have acted as counsel to American Medical Systems Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the proposed issuance and sale
by the Company of 7,187,500 shares (including 937,500 shares subject to the
Underwriters' over-allotment option) of the Company's Common Stock, $.01 par
value per share (the "Shares"), pursuant to Amendment No. 2 to the Company's
Registration Statement on Form S-1, filed with the Securities and Exchange
Commission on May 19, 2000, as amended (the "Registration Statement").
This opinion is being furnished in accordance with the requirements of Item
16(a) of Form S-1 and Item 601(b)(5) of Regulation S-K.
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 or statements of officers of the
Company, certificates of public officials and other documents we have deemed
necessary or appropriate as a basis for the opinions expressed herein. As to
the various questions of fact material to such opinions, we have, when
relevant facts were not independently established, relied upon officers of the
Company. In connection with our examination, we have assumed the genuineness
of all signatures, the authenticity of all documents tendered to us as
originals, the legal capacity of 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:
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American Medical Systems Holdings, Inc.
July 21, 2000
Page 2
1. The certificates for the Shares to be delivered as described in the
Registration Statement, when duly countersigned by the Company's
transfer agent and delivered to the Underwriters or upon the
Underwriter's order against payment of the agreed consideration
therefore, the Shares represented thereby will be duly authorized and
validly issued, fully paid and non-assessable.
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, to its use as part of the Registration Statement, and
to the use of our name under the caption "Legal Matters" in the Prospectus
forming a part of the Registration Statement.
Very truly yours,
OPPENHEIMER WOLFF & DONNELLY LLP
/s/ Oppenheimer Wolff & Donnelly LLP
