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EXHIBIT 5.1
OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP
[Letterhead of Orrick, Herrington & Sutcliffe]
October 3, 2000
InnerDyne, Inc.
1244 Reamwood Avenue
Sunnyvale, California 94089
Ladies and Gentlemen:
InnerDyne, Inc., a Delaware corporation, has requested our
opinion in connection with a Registration Statement on Form S-8 (the
"Registration Statement") to be filed by it today with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to the 75,000 shares of Common Stock, $.01 par
value, of InnerDyne, Inc. to be issued under the InnerDyne, Inc. Defined
Contribution Plan and 2000 Employee Stock Purchase Plan (the "Plans").
We have examined and are relying on originals, or copies
certified or otherwise identified to our satisfaction, of such corporate records
and such other instruments, certificates and representations of public
officials, officers and representatives of InnerDyne, Inc. and such other
persons, and we have made such investigations of law, as we have deemed
appropriate as a basis for the opinion expressed below.
Based on the foregoing, it is our opinion that the shares of
InnerDyne, Inc. issuable under the Plans are duly authorized and, when issued in
accordance with the terms of the Plans, at prices in excess of the par value
thereof, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. By giving such consent, we do not thereby admit that
we are experts with respect to any part of the Registration Statement, including
this exhibit, within the meaning of the term "expert" as used in the Act or the
rules and regulations of the Commission issued thereunder.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
