Exhibit 5.1
DORSEY & WHITNEY LLP
Pillsbury Center South
220 South Sixth Street
Minneapolis, Minnesota 55402-1498
ATS Medical, Inc.
3905 Annapolis Lane, Suite 105
Minneapolis, Minnesota 55447
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to ATS Medical, Inc., a Minnesota corporation
(the "Company"), in connection with a Registration Statement on Form S-3,
together with any subsequent amendments thereto (the "Registration Statement"),
relating to the proposed issuance by the Company of 2,727,273 shares of the
Company's common stock, $.01 par value per share (the "Common Stock").
We have examined such documents, including resolutions adopted by
written consent by the Board of Directors of the Company effective as of July
18, 2000 (the "Resolutions"), and have reviewed such questions of law as we have
considered necessary and appropriate for the purposes of our opinion set forth
below. In rendering our opinion, we have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures and
the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company. As to questions of fact
material to our opinion, we have relied upon certificates of officers of the
Company and of public officials.
Based on the foregoing, we are of the opinion that the Common Stock has
been duly authorized by all requisite corporate action and, upon issuance,
delivery and payment therefor will be validly issued, fully paid and
nonassessable.
The opinion set forth above is subject to the following qualifications
and exceptions:
<PAGE>
ATS Medical, Inc.
Page 2
(a) In rendering the opinion set forth above, we have assumed
that, at the time of the issuance and delivery of the Common Stock, the
Resolutions will not have been modified or rescinded, there will not
have occurred any change in the law affecting the authorization,
issuance or delivery of the Common Stock, the Registration Statement
will have been declared effective by the Securities and Exchange
Commission and will continue to be effective, and neither the issuance
and sale thereof will result in a violation of any agreement or
instrument then binding upon the Company or any order of any court or
governmental body having jurisdiction over the Company.
Our opinion expressed above is limited to the laws of the State of
Minnesota and the federal laws of the United States of America
We hereby consent to your filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the caption
"Legal Matters" contained in the prospectus included therein.
Dated: August 8, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
TSH
