<PAGE>
EXHIBIT 5.1
September 19, 2000
Coherent, Inc.
5100 Patrick Henry Drive
Santa Clara, CA 95056
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission on or about
September 19, 2000 (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
100,000 shares of your common stock (the "Shares") reserved for issuance under
the Productivity Incentive Plan (the "Plan"). As your legal counsel in
connection with this transaction, we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken by you in connection
with the issuance and sale of the Shares pursuant to the Plan.
It is our opinion that, upon completion of the proceedings to be
taken prior to issuance of the Shares pursuant to the Prospectus constituting
part of and incorporated by reference into this Registration Statement on
Form S-8 and upon completion of the proceedings being taken in order to
permit such transactions to be carried out in accordance with the securities
laws of the various states where required, the Shares, when issued and sold
in the manner referred to in the Plan and the agreements which accompany the
Plan, in accordance with the Amended and Restated Certificate of
Incorporation, 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.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI, P.C.
