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EXHIBIT 5.1
OPINION AND CONSENT OF LEGAL COUNSEL
December 4, 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.
