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OPINION OF COUNSEL
EXHIBIT 5.1
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[OPINION OF GEORGOPOULOS PAHLAVAN & PRINCE, LLP]
November 1, 2000
Applied Imaging Corp.
2380 Walsh Avenue, Bldg. B
Santa Clara, CA 95051
RE: REGISTRATION STATEMENT ON FORM S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on November 1, 2000 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 950,000 shares of your Common Stock, par
value $0.001 per share (the "Shares"), which are to be issued pursuant to
options not yet granted under the 1998 Incentive Stock Option Plan (the "Plan").
As your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the issuance and sale of the Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner described in the
Plan and pursuant to the agreements that accompany each grant under the Plan,
the Shares will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
GEORGOPOULOS PAHLAVAN & PRINCE, LLP
/s/ Georgopoulos Pahlavan & Prince, LLP
