<PAGE> 1
EXHIBIT 5.1
December 28, 2000
The Coast Distribution System, Inc.
350 Woodview Avenue
Morgan Hill, California 95037
Re: Registration Statement on Form S-8 for 1999 Stock Option and
Incentive Plan
Ladies and Gentlemen:
We have acted as counsel for The Coast Distribution System, Inc., a
Delaware corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") which the
Company intends to file with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to 300,000 shares of the Company's Common Stock, $.001 par value (the
"Shares"), which may be issued and sold by the Company upon the exercise of
options granted and to be granted under The Coast Distribution System, Inc. 1999
Stock Incentive Plan (the "Plan").
We have reviewed the corporate action of the Company in connection with
this matter and have examined such documents, corporate records and other
instruments as we have deemed necessary for the purpose of this opinion.
Based upon the foregoing, it is our opinion that the Shares have been
duly authorized and, upon issuance and delivery and payment therefor in
accordance with the provisions of the Plan, will be duly and validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration Statement.
Respectfully submitted,
STRADLING YOCCA CARLSON & RAUTH
/s/ Stradling Yocca Carlson & Rauth
