Exhibit 5.1
OPPENHEIMER Amsterdam New York
----------------------------------
OPPENHEIMER WOLFF & DONNELLY LLP Brussels Orange County
Chicago Paris
Plaza VII
45 South Seventh Street, Suite 3300 Geneva Saint Paul
Minneapolis, MN 55402-1609
Los Angeles Silicon Valley
612.607.7000
Fax 612.607.7100 Minneapolis Washington, D.C.
www.oppenheimer.com
September 6, 2000
VIA EDGAR
Applied Biometrics, Inc.
501 East Highway 13, Suite 108
Burnsville, MN 55337
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We are acting as counsel for Applied Biometrics, Inc., a Minnesota corporation
(the "Company"), in connection with the Company's registration of offers and
sales by certain of its shareholders of 1,958,250 shares of its common stock,
$.01 par value, pursuant to a Registration Statement on Form S-3 filed with the
Securities Exchange Commission (File No. 333-36346). The shares covered by the
Registration Statement consist of shares that have been issued by the Company in
private placements and shares that are issuable upon the exercise of outstanding
warrants.
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein.
In connection with our examination, we have assumed the genuiness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of all natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
Based on the foregoing, it is our opinion that:
(1) The Company had the corporate authority to issue the shares
covered by the Registration Statement that are currently
outstanding and has the corporate authority to issue those
shares covered by the Registration Statement that are issuable
upon the exercise of outstanding warrants.
<PAGE>
(2) The outstanding shares being registered for resale by the
selling shareholders under the Registration Statement have
been duly authorized and are validly issued, fully paid and
nonassessable.
(3) The shares being registered for resale by the selling
shareholders under the Registration Statement which are
issuable upon the exercise of outstanding warrants have been
duly authorized and, when issued, delivered and paid for
according to the terms of the warrants, will be validly
issued, fully paid and nonassessable.
We express no opinion with respect to laws other than those of the State of
Minnesota and the federal laws of the United States of America, and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, to its use as part of the Registration Statement, and to
the use of our name under the caption "Legal Matters" in the prospectus
constituting a part of the Registration Statement.
Very truly yours,
OPPENHEIMER WOLFF & DONNELLY LLP
/s/ Oppenheimer Wolff & Donnelly LLP
