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EXHIBIT 5.1
June 9, 2000
CardioDynamics International Corporation
6175 Nancy Ridge Drive, Suite 3000
San Diego, California 92121
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
CardioDynamics International Corporation, a California corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, relating to 1,471,000 shares of the Company's Common Stock which may be
issuable pursuant to the 1995 Stock Option/Stock Issuance Plan, as amended (the
"Plan"), it is our opinion that such shares of the Common Stock of the Company,
when issued and sold in accordance with the Plan, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Pillsbury, Madison & Sutro LLP
