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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
November 21, 2000
The Spectranetics Corporation
96 Talamine Court
Colorado Springs, CO 80907
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by you with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of 3,500,000 shares of common stock, par value $.001 per
share (the "Common Stock"), of The Spectranetics Corporation (the "Company")
issuable upon exercise of options and other awards granted under the 1997 Equity
Participation Plan of The Spectranetics Corporation, as amended (the "Equity
Plan") and 500,000 shares of Common Stock issuable to eligible employees under
the Company's Employee Stock Purchase Plan, as amended (together with the Equity
Plan, the "Plans"). The 4,000,000 shares to be registered pursuant to the
Registration Statement are referred to below as the "Shares."
We have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, 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.
We are opining herein as to the effect on the subject transaction of
only the General Corporation Law of the State of Delaware, and we assume no
responsibility as to the application to the subject transaction, or the effect
thereon, of any other laws, of the laws of any other jurisdiction or as to any
matters of municipal law or any other local agencies within any state.
Subject to the foregoing it is our opinion that, as of the date hereof,
upon the issuance and sale of the Shares, each in the manner contemplated by the
Registration Statement and in accordance with the terms of the Plans, and
subject to the Company completing all action and proceedings required on its
part to be taken prior to the issuance of the Shares pursuant to the terms of
the Plans and the Registration
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Statement, including, without limitation, collection of required payment for the
Shares, the Shares will be legally and validly issued, fully paid and
nonassessable securities of the Company.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
