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Exhibit 5
June 20, 2000
17506-0001
Identix Incorporated
510 North Pastoria Avenue
Sunnyvale, California 94086
Registration Statement on Form S-8- Non-employee Stock Incentive Plan
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Ladies and Gentlemen:
We have acted as counsel to Identix Incorporated, a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement") which the Company proposes to file with the Securities
and Exchange Commission on or about June 20, 2000 for the purpose of registering
under the Securities Act of 1933, as amended, 1,500,000 shares of its $.01 par
value Common Stock (the "Shares") issuable pursuant to the Company's Non-
employee Stock Incentive Plan (the "Plan").
In connection with this opinion, we have assumed the authenticity of all
records, documents and instruments submitted to us as originals, the genuineness
of all signatures, the legal capacity of natural persons and the conformity to
the originals of all records, documents and instruments submitted to us as
copies. We have based our opinion upon our review of the following records,
documents and instruments:
(a) The Certificate of Incorporation of the Company, as amended to date,
certified by the Secretary of State of the State of Delaware as of May
23, 2000 and certified to us by an officer of the Company as being
complete and in full force and effect as of the date of this opinion;
(b) The Bylaws of the Company, as amended to date, certified to us by an
officer of the Company as being complete and in full force and effect
as of the date of this opinion;
(c) A Certificate of an officer of the Company (i) attaching records
certified to us as constituting all records of proceedings and actions
of the Board of Directors and stockholders of the Company relating to
the transactions contemplated by the Merger Agreement and (ii)
certifying as to certain factual matters;
(d) A Certificate of ChaseMellon Shareholder Services, L.L.C., the
transfer agent of the Company, dated June 19, 2000 as to the number of
shares of Common Stock of the Company outstanding as of June 16, 2000;
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Heller Ehrman White & McAuliffe
A T T O R N E Y S
(e) The Plan; and
(f) The Registration Statement.
This opinion is limited to the federal laws of the United States of
America, the General Corporation Law of the State of Delaware and the laws of
the State of California. We disclaim any opinion as to any other statute, rule,
regulation, ordinance, order or other promulgation of any other jurisdiction or
any regional or local governmental body.
Based upon the foregoing and our examination of such questions of law as we
have deemed necessary or appropriate for the purpose of this opinion, and
assuming that (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered, issued and sold, (ii) the Shares
to be sold are issued in accordance with the terms of the Plan, (iii) the
Company receives in cash the full consideration for the Shares as stated in the
Plan, (iv) the per share consideration for each Share is greater than the par
value of the Common Stock, and (v) all applicable securities laws are complied
with, it is our opinion that the Shares covered by the Registration Statement,
when issued by the Company, will be validly issued, fully paid and
nonassessable.
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon by
you for any other purpose, or relied upon by any other person, firm, corporation
or other entity for any purpose, without our prior written consent. We disclaim
any obligation to advise you of any developments that occur after the date of
this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Heller Ehrman White & McAuliffe
