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Exhibit 5.1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
August 9, 2000
Curon Medical, Inc.
735 Palomar Avenue
Sunnyvale, CA 94085
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 (File No. 333-37866)
filed with the Securities and Exchange Commission on May 25, 2000 (as amended
by Amendment No. 1 thereto filed on August 9, 2000, as such may be amended or
supplemented, the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of 5,750,000 shares
of Common Stock of Curon Medical, Inc. (the "Shares"). The Shares, which
include up to 750,000 shares of Common Stock issuable pursuant to an over-
allotment option granted to the underwriters, are to be sold to the
underwriters as described in such Registration Statement for the sale to the
public or issued to the Representatives of the underwriters. As your counsel in
connection with this transaction, we have examined the proceedings proposed to
be taken in connection with said sale and issuance of the Shares.
It is our opinion that the Shares, when issued and sold in the manner
described in the Registration Statement and in accordance with the resolutions
adopted by the Board of Directors of the Company, will be legally and validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
