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EXHIBIT 5.1
June 20, 2000
Datascope Corp.
14 Philips Parkway
Montvale, New Jersey 07465
Ladies and Gentlemen:
On the date hereof, Datascope Corp., a Delaware corporation (the
"Company"), is transmitting for filing with the Securities and Exchange
Commission a Registration Statement under the Securities Act of 1933, as
amended, on Form S-8 (the "Registration Statement") relating to 66,600 shares
(the "Shares") of common stock, par value $.01 per share, of the Company which
are being offered pursuant to certain stock option agreements with various
individuals (the "Stock Option Agreements"). This opinion is an exhibit to the
Registration Statement.
We have at times acted as special counsel to the Company with respect
to certain corporate and securities matters, and in such capacity we have
participated in various corporate and other proceedings taken by or on behalf of
the Company in connection with the proposed offer and sale of the Shares by the
Company as contemplated by the Registration Statement. However, we are not
general counsel to the Company and would not ordinarily be familiar with or
aware of matters relating to the Company unless they are brought to our
attention by representatives of the Company.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Company's Restated Certificate of Incorporation as presently in effect,
(ii) its By-Laws as presently in effect, (iii) minutes and other instruments
evidencing actions taken by its directors, (iv) the Stock Option Agreements and
such other documents and instruments relating to the Company and the proposed
offering as we have deemed necessary under the circumstances. In our examination
of all such agreements, documents, certificates and instruments, we have assumed
the genuineness of all signatures and the authenticity of all agreements,
documents, certificates and instruments submitted to us as originals and the
conformity with the originals of all agreements, documents, certificates and
instruments submitted to us as certified, conformed or photostatic copies.
Insofar as this opinion relates to securities to be issued in the future, we
have assumed that all applicable laws, rules and regulations in effect at the
time of such issuance are the same as such laws, rules and regulations in effect
as of the date hereof.
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Datascope Corp.
June 20, 2000
Except as provided in the next sentence, we express no opinion as to
the laws of any jurisdiction other than the laws of the State of New York and
the federal laws of the United States of America. To the extent that matters
concerning the Delaware General Corporation Law are involved in the opinions
expressed below, our opinions are based solely upon our reasonable familiarity
with the Delaware General Corporation Law based on our reading of standard
published compilations of such laws. We express no opinion as to the application
of the securities or "Blue Sky" laws of any state, including the State of
Delaware and the State of New York, to the offer and/or sale of the Shares.
Based on the foregoing, and subject to and in reliance on the accuracy
and completeness of the information relevant thereto provided to us, it is our
opinion that the Shares which will be issued pursuant to the Stock Option
Agreements have been duly authorized and, subject to the effectiveness of the
Registration Statement and compliance with applicable securities or other laws
of the states of the United States in which the Shares will be offered and/or
sold, when issued in accordance with the terms set forth in the Stock Option
Agreements, will be legally and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company under
the securities or other laws of any state of the United States which relate to
the offer and sale of the Shares which are the subject of this opinion.
This opinion is as of the date hereof and we undertake no obligation to
advise you of any change in any applicable law or in facts or circumstances
which might affect any matters or opinions set forth herein. This opinion is
furnished to you in connection with the filing of the Registration Statement,
and is not to be used, circulated, quoted or otherwise relied upon for any other
purposes, except as expressly provided in the preceding paragraph.
Very truly yours,
SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
