EXHIBIT 5.1
May 31, 2000
Bioject Medical Technologies, Inc.
7620 S.W. Bridgeport Road
Portland, OR 97224
Gentlemen and Ladies:
We are delivering this opinion in connection with the Registration Statement on
Form S-8 (the "Registration Statement") of Bioject Medical Technologies, Inc.
(the "Company") to be filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
an aggregate of 300,000 shares, without par value, of common stock of the
Company (the "Shares") to be offered pursuant to the Bioject Medical
Technologies, Inc. 1992 Stock Incentive Plan (the "Plan") to participants in the
Plan (the "Participants").
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments relating to the incorporation of the Company and to the
authorization and issuance of the Shares, and have made such investigations of
law, as we have deemed necessary and advisable.
Based upon the foregoing and having due regard for such legal questions as we
have deemed relevant, we are of the opinion that the Shares have been duly
authorized, and, when issued, delivered and sold by the Company and paid for by
the Participants, pursuant to the terms of the Plan, will constitute duly
authorized, legally issued, fully paid and nonassessable shares of common stock
of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above, and to the reference to our firm in
the Prospectus constituting a part of the Registration Statement
Very truly yours,
/s/ Dorsey & Whitney LLP
