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EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS]
October 18, 2000
The Cooper Companies, Inc.
6140 Stoneridge Mall Road
Pleasanton, CA 94588
Re: The Cooper Companies, Inc.
190,759 shares of Common Stock, par value $.10 per share
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Ladies/Gentlemen:
In connection with the registration of 162,290 shares (the "Initial
Shares") of common stock, par value $.10 per share ("Common Stock") of The
Cooper Companies, Inc. (the "Company"), and 162,290 attached rights (the
"Initial Rights") to acquire 1,622.90 shares of Series A Junior Participating
Preferred Stock of the Company, issued to certain stockholders (the
"Stockholders") of MedaSonics, Inc. ("MedaSonics") pursuant to an Agreement and
Plan of Merger dated as of October 12, 2000 among the Company, MedaSonics
Acquisition Corp., MedaSonics and the Stockholders (the "Merger Agreement'), an
additional 28,469 shares of Common Stock to be issued to the Stockholders
pursuant to the Merger Agreement (the "Additional Shares" and, together with the
Initial Shares, the "Shares") and 28,469 additional rights (the "Additional
Rights" and, together with the Initial Rights, the "Rights") to acquire 284.69
shares of Series A Junior Participating Preferred Stock of the Company attached
to the Additional Shares, under the Securities Act of 1933, as amended, on
Form S-3 filed with the Securities and Exchange Commission on the date hereof
(the "Registration Statement"), you have requested our opinion with respect to
the matters set forth below.
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares and the attached Rights. In addition, we
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The Cooper Companies, Inc.
October 18, 2000
Page 2
have made such legal and factual examinations and inquiries as we have deemed
necessary or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
As to facts material to the opinions, statements and assumptions
expressed herein, we have, with your consent, relied upon oral or written
statements and representations of officers and other representatives of the
Company and others. In addition, we have obtained and relied upon such
certificates and assurances from public officials as we have deemed necessary.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of any
other laws.
Subject to the foregoing, it is our opinion that, as of the date
hereof:
1. The Initial Shares have been duly authorized and are validly issued,
fully paid and non-assessable.
2. The Additional Shares have been duly authorized and, when issued to
the Shareholders in accordance with the terms of the Merger Agreement, will be
validly issued, fully paid and non-assessable.
3. The Initial Rights have been duly authorized and, assuming the
Initial Shares bear the legend required by the Rights Agreement dated as of
October 29, 1997 between The Cooper Companies, Inc. and American Stock Transfer
& Trust Company, are validly issued.
4. The Additional Rights have been duly authorized and, assuming the
Additional Shares will be issued to the Shareholders in accordance with the
terms of the Merger Agreement and will bear the legend required by the Rights
Agreement, will be validly issued.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our Firm contained under the
heading "Legal Matters."
Very truly yours,
/s/ Latham & Watkins
