As filed with the Securities and Exchange Commission on May 22, 1995
File No. 33-58761
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Pre-Effective Amendment No.1 to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
MENTOR CORPORATION
Minnesota 41-0950791
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5425 Hollister Avenue
Santa Barbara, California 93111
(805) 681-6000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
________________________
Gary Mistlin, Vice President of Finance/Treasurer
Mentor Corporation
5425 Hollister Avenue
Santa Barbara, California 93111
(805) 681-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please send copies of all correspondence to:
Bertram R. Zweig, Esq.
Graham & James
801 S. Figueroa Street, 14th Floor
Los Angeles, California 90017
(213) 624-2500
___________________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
___________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. ( ).
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. (x).
___________________
The Registration Statement shall hereafter become effective in accordance with
the provisions of Section 8(a) of the Securities Act of 1933.
This is Page 1 of 20 pages.
The Exhibit Index appears on Page 15
GRAHAM & JAMES
ATTORNEYS
801 South Figueroa St.
14th Floor
Los Angeles, CA 90017-5554
Tel (213) 624-2500
Fax (213) 623-4581
May 18, 1995
Mentor Corporation
5425 Hollister Avenue
Santa Barbara, CA 93111
Re: Mentor Corporation/
Registration Statement on
Form S-3 (File No. 33-58761)
Our File Reference: 32620.8
Ladies and Gentlemen:
We have acted as counsel to Mentor Corporation, a Minnesota corporation (the
"Company"), in connection with its preparation of the Registration Statement
on Form S-3 (File No. 33-58761) (the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the distribution and
sale by certain shareholders of the Company of up to an aggregate of 110,675
shares of the Company's Common Stock, par value $0.10 per share, as more fully
described in the Registration Statement.
<PAGE>
You have requested the opinion of this Firm with respect to certain legal
aspects of the proposed offering to which the Registration Statement relates.
All capitalized terms not otherwise defined in this opinion letter have the
same meanings as ascribed to them in the Registration Statement.
We have examined originals, or photostatic or certified copies, of such
records of the Company, including its Articles of Incorporation, its bylaws
and the minutes of its board of director and shareholders meetings, the
Registration Statement and such other documents, including officers' cer-
tificates, as we have deemed relevant or necessary in order to provide the
opinions hereinafter set forth. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents and in-
struments submitted to us as originals and the conformity to authentic
originals of all documents and instruments submitted to us as certified or
photostatic copies. As to various questions of fact material to such examin-
ation we have relied upon representations made to us by various officers of the
Company and we have not conducted any independent inquiry with respect to, or
received independent verification of, such facts.
Based on the foregoing and subject to the comments, assumptions limitations
and qualifications noted below, we are of the opinion that the 60,675 shares
of Common Stock covered by the Registration Statement that were issued to
Benson have been duly and validly issued, and are fully paid and non-
assessable, and, assuming that the Company maintains a sufficient number of
authorized but unissued shares of Common Stock, that the other 50,000 shares
of Common Stock covered by the Registration Statement, when issued upon the
exercise of the Options in the manner described in the Registration Statement,
will be duly and validly issued, fully paid and non-assessable.
<PAGE>
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving such consent, we do not admit that we come within the category of
persons whose consent is required by Section 7 of the Securities Act or the
Commission's rules and regulations promulgated thereunder.
We are members of the California Bar and, as such, we are not opining on Minne-
sota law or the law of any jurisdiction other than California; accordingly, we
have expressly assumed for these purposes, without any attempt to establish
the validity of such assumption, that the general corporate law of Minnesota
is identical to that of California in all respects relevant to the foregoing
opinion. This opinion is delivered as of the date hereof and we assume no
obligation to advise you of any facts, circumstances, events or developments
that may hereafter be brought to our attention and which may alter, affect or
modify the opinions expressed herein.
Very truly yours,
GRAHAM & JAMES
<PAGE>
MENTOR CORPORATION
5425 Hollister Avenue
Santa Barbara, California 93111
Telephone: (805) 681-6000
Facsimile: (805) 964-2712
JUNE 5, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washigton, D.C. 20001-1004
Attention: Charles C. Leber
Branch Chief
Re: Mentor Corporation/
Registration Statement on Form S-3
File No.: 33-58761
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the
above-referenced Registrant hereby requests that the effective date of the
above-referenced Registration Statement be accelerated to June 5, 1995, or as
soon as practicable thereafter.
The Registrant hereby confirms that there have been no material adverse changes
in the Registrant's business or financial condition since the date of the last
audited financial statements appearing in the Registration Statement.
Very truly yours,
MENTOR CORPORATION
By: /s/ Gary E. Mistlin
Gary E. Mistlin
Vice President of Finance/
Treasurer
