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EXHIBIT 5.1
September 7, 2000
International Remote Imaging Systems, Inc.
9162 Eton Avenue
Chatsworth, California 91311
Re: Employee Stock Purchase Plan; 1998 Stock Option Plan, as amended
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Ladies and Gentlemen:
We have acted as counsel to International Remote Imaging Systems, Inc., a
Delaware corporation (the "COMPANY"), in connection with its Registration
Statement on Form S-8 (the "REGISTRATION STATEMENT") filed with the Securities
and Exchange Commission with respect to the registration of 800,000 shares of
the Company's common stock, $.01 par value, issuable pursuant to the Company's
Employee Stock Purchase Plan (the "ESPP SHARES") and 600,000 shares of the
Company's common stock, $.01 par value, issuable upon exercise of options
granted under the Company's 1998 Stock Option Plan, as amended ("OPTION
SHARES").
As such counsel, we have examined such records, documents, certificates and
other instruments as in our judgment are necessary or appropriate in order to
enable us to render this opinion. Based on the foregoing and our examination of
such questions of law as we deem necessary, we are of the opinion that the ESPP
Shares and Option Shares, when sold and issued in accordance with (i) the
Employee Stock Purchase Plan or the 1998 Stock Option Plan, as amended,
respectively, and (ii) the Registration Statement, will be validly issued, fully
paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement. Except as set forth in this paragraph, this opinion is furnished
solely for your benefit and may not be relied upon by, nor copies delivered to,
any other person or entity without our prior written consent.
Sincerely,
/s/ Guth Rothman & Christopher LLP
Guth Rothman & Christopher LLP
