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Exhibit 5.1
Opinion and Consent of Brobeck, Phleger & Harrison LLP
November 6, 2000
Fischer Imaging Corporation
12300 N. Grant Street
Denver, CO 80241
Re: Fischer Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Fischer Imaging Corporation, a Delaware
corporation (the "Company"), in connection with the registration by the Company
of 1,000,000 shares of the Company's common stock (the "Shares") pursuant to the
Company's Registration Statement No. 333-46480 on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act").
This opinion is being furnished in accordance with the requirements of
Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the registration of the
Shares. Based on such review, we are of the opinion that the Shares have been
duly authorized and are legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
