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EXHIBIT 5.1
FORM OF OPINION AND CONSENT OF LEGAL COUNSEL
October 30, 2000
PMR Corporation
501 Washington Street, 5th Floor
San Diego, California 92103
Ladies and Gentlemen:
We acted as counsel to PMR Corporation, a Delaware corporation (the
"Company"), in connection with the preparation of the Company's Registration
Statement on Form S-3 as filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Registration
Statement"), which Registration Statement relates to the proposed offer, sale
and delivery by the persons named as Selling Stockholders in the Registration
Statement (the "Selling Stockholders") of an aggregate of up to 888,978 shares
of the Company's common stock, $0.01 par value (the "Shares"). In such
connection, we are passing on certain legal matters in connection with the
issuance of the Shares. At your request, this opinion is being furnished to you
for filing as an exhibit to the Registration Statement.
Before rendering this opinion, we have examined such certificates,
instruments and documents, reviewed such questions of law and made such other
investigations as we considered necessary or appropriate for the purposes of
this opinion.
Based upon the foregoing examination and review, we are of the opinion
that the Shares have been duly authorized and validly issued and are fully paid
and nonassessable, or, with respect to the Shares subject to the stock pledge
agreements described in "Selling Stockholders," will be fully paid and
nonassessable upon receipt by the Company of payment for amounts outstanding
under promissory notes payable by the Selling Stockholders as described in "Plan
of Distribution."
In rendering the opinion expressed above, to the extent that it applies
to 290,216 of such Shares that are issuable pursuant to outstanding options that
are exercisable within 60 days as described in "Selling Stockholders," we have
assumed that the Company received the applicable exercise price for each Share
upon exercise of such options.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name in the Registration
Statement. In giving this consent, however, we do not hereby admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
