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TELEPHONE: (650) 424-0160 TWO EMBARCADERO PLACE
FACSIMILE: (650) 496-2885 2200 GENG ROAD
PALO ALTO
CALIFORNIA 94303-0913
June 1, 2000
InSite Vision Incorporated
965 Atlantic Avenue
Alameda, CA 94501
Ladies and Gentlemen:
We have acted as counsel to InSite Vision Incorporated, a
Delaware corporation (the "Company"), in connection with the registration for
resale of Four Million Eight Hundred Fifty-Seven Thousand Ninety-Seven
(4,857,097) shares of the Company's Common Stock (the "Shares"),including Three
Million Three Hundred Forty-Nine Thousand Seven Hundred Twenty-Two (3,349,722)
shares of outstanding Common Stock (the "Outstanding Shares") and One Million
Five Hundred Seven Thousand Three Hundred Seventy-Five (1,507,375) shares (the
"Warrant Shares") underlying certain warrants (the "Warrants"), as described in
the Company's Registration Statement on Form S-3 as filed with the Securities
and Exchange Commission (the "SEC"), as thereafter amended or supplemented (the
"Registration Statement").
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 examined originals or copies of (i) the Amended and
Restated Certificate of Incorporation of the Company; (ii) the Bylaws of the
Company; (iii) certain resolutions of the Board of Directors of the Company; and
(iv) such other documents and records as we have deemed necessary and relevant
for the purposes hereof. In addition, we have relied on certificates of officers
of the Company and certificates of public officials as to certain matters of
fact relating to this opinion and have made such investigations of law as we
have deemed necessary and relevant as a basis hereof.
We have assumed the genuineness of all signatures, the
authenticity of all documents, certificates and records submitted to us as
originals, the conformity to authentic original documents, certificates and
records of all such documentation submitted to us as copies and the truthfulness
of all statements of facts contained therein. Based on the foregoing and subject
to the limitations set forth herein and having due regard for such legal
considerations as we deem relevant, we are of the opinion that (i) the
Outstanding Shares are duly authorized, validly issued, fully paid and
nonassessable shares of the Company's Common Stock and (ii) the Warrant Shares
are duly authorized and, when and if issued in accordance with the terms of the
respective Warrants, will be validly issued, fully paid and nonassessable
shares of the Company's Common Stock.
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
Securities Act of 1933, as amended, the rules and regulations of the Securities
and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.
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InSite Vision Incorporated [logo] June 1, 2000
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The foregoing opinion is based on and limited to the General
Corporation Law of the State of Delaware and the relevant federal laws of the
United States, and we express no opinion with respect to the laws of any other
jurisdiction.
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
