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EXHIBIT 5.1
[WEIL, GOTSHAL & MANGES LLP LETTERHEAD]
December 28, 2000
Integrated Orthopaedics, Inc.
1800 W. Loop South, Suite 1030
Houston, Texas 77027
Ladies and Gentlemen:
We have acted as counsel to Integrated Orthopaedics, Inc., a
Texas corporation (the "Company"), in connection with the preparation and filing
by the Company of a Registration Statement on Form S-4 (Registration No.
333-50546) (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of (a) up to
24,814,612 shares (the "Shares") of the common stock, par value $0.001 per share
("Common Stock"), of the Company, (b) Series A Warrants (the "Series A
Warrants") to purchase up to 534,666 shares of Common Stock and (c) Series B
Warrants (the "Series B Warrants" and, together with the Series A Warrants, the
"Warrants") to purchase between 1,285,445 and 1,498,482 shares of Common Stock.
The Shares and the Warrants will be issued and sold pursuant to an Agreement and
Plan of Merger (as amended on November 20, 2000 and December 28, 2000, the
"Merger Agreement"), dated as of September 15, 2000, between the Company and
PowerBrief, Inc., a Delaware corporation ("PowerBrief"), whereby PowerBrief will
merge with and into the Company (the "Merger"). Capitalized terms defined in the
Merger Agreement and used (but not otherwise defined) herein are used herein as
so defined.
In so acting, we have examined originals or copies (certified
or otherwise identified to our satisfaction) of certain corporate records of the
Company, including its Articles of Incorporation, as amended, its Bylaws and
certain resolutions of the Board of Directors of the Company. We have also
examined the Registration Statement, together with the exhibits thereto, the
form of Series A Warrant Agreement pursuant to which the Series A Warrants will
be issued (the "Series A Warrant Agreement"), the form of Series B Warrant
Agreement pursuant to which the Series B Warrants will be issued (the "Series B
Warrant Agreement" and, together with the Series A Warrant Agreement, the
"Warrant Agreements") and such agreements, documents and other instruments, and
such certificates or comparable documents of public officials and of officers
and
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WEIL, GOTSHAL & MANGES LLP
Integrated Orthopaedics, Inc.
December 28, 2000
Page 2
representatives of the Company, and have made such inquiries of such officers
and representatives, as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth. We have reviewed such questions of law as we
have considered necessary or appropriate for the purposes of this opinion.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to these opinions that have not been independently established,
we have relied upon certificates or comparable documents of officers and
representatives of the Company and upon the representations and warranties of
the Company contained in the Merger Agreement. The opinions set forth below are
also based on the assumption that (i) the Registration Statement, as finally
amended (including any necessary post-effective amendments), has become
effective under the Securities Act, (ii) the conditions to the Merger set forth
in the Merger Agreement have been satisfied and (iii) the Merger has been
affected in accordance with the Merger Agreement.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:
1. The shares of Common Stock to be issued in exchange for
shares of common stock and preferred stock of PowerBrief pursuant to the Merger
Agreement, will be duly authorized, validly issued, fully paid and
non-assessable.
2. The Warrants to be issued in exchange for shares of common
stock and preferred stock of PowerBrief pursuant to the Merger Agreement will be
duly authorized and, when (i) the Warrant Agreements have been duly executed on
behalf of the Company and the warrant agent and (ii) the Warrant Certificates
representing the Warrants have been duly executed on behalf of the Company and
countersigned by the warrant agent and issued and delivered in accordance with
the terms of their respective Warrant Agreements and as contemplated by the
Registration Statement, will constitute the legal, valid and binding obligations
of the Company, enforceable against it in accordance with their terms and the
terms of their respective Warrant Agreements, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
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WEIL, GOTSHAL & MANGES LLP
Integrated Orthopaedics, Inc.
December 28, 2000
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The opinions herein are limited to the laws of the State of
Texas, and we express no opinion as to the effect on the matters covered by this
opinion of the laws of any other jurisdiction.
We hereby consent to the use of this letter as an exhibit to
the Registration Statement and to any and all references to our firm in the
Joint Proxy Statement/Prospectus which is a part of the Registration Statement.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
