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EXHIBIT 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
June 22, 2000
Coherent, Inc.
5100 Patrick Henry Drive
Santa Clara, CA 95054
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 filed by you with the
Securities and Exchange Commission on June 14, 2000 (Registration No.
333-39300), as amended (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of up to 3,450,000
shares of your Common Stock, $0.01 par value per share (the "Shares"). The
Shares include an over-allotment option granted to the underwriters of the
offering to purchase up to 450,000 shares. We understand that the Shares are to
be sold to the underwriters of the offering for resale to the public as
described in the Registration Statement. As your legal counsel, we have examined
the proceedings taken, and are familiar with the proceedings proposed to be
taken, by you in connection with the sale and issuance of the Shares to be sold
by you.
Based upon the foregoing, we are of the opinion that the Shares, when issued and
sold in the manner described in the Registration Statement, will be duly
authorized, validly issued, fully paid and non-assessable.
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.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI,
P.C.
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WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
