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EXHIBIT 5.1
[DUANE, MORRIS & HECKSCHER LLP LETTERHEAD]
December 28, 2000
The Board of Directors
Sunrise Technologies International, Inc.
2400 West Warren Avenue
Fremont, California 94538
Gentlemen:
We have acted as counsel to Sunrise Technologies International, Inc. (the
"Company") in connection with the preparation an filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, of a
registration statement on Form S-8 (the "Registration Statement") relating to
the offer and sale by the Company of up to an aggregate of 300,000 shares (the
"Shares") of Common Stock, par value $.001 per share, of the Company, pursuant
to the Company's 2001 Employee Stock Purchase Plan (the "Plan").
As counsel to the Company, we have supervised all corporate proceedings in
connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Certificate of Incorporation and Bylaws, as
amended to date, the corporate minutes and other proceedings and records
relating to the authorization, sale and issuance of the Shares, and such other
documents and matters of law as we have deemed necessary or appropriate in order
to render this opinion.
Based upon the foregoing, it is our opinion that each of the Shares, when
issued in accordance with the terms and conditions of the Plan, including the
requisite approval of the Plan by the Company's stockholders pursuant to Section
8 of the Plan, will be duly authorized, legally and validly issued and
outstanding, fully paid and nonassessable.
We hereby consent to the use of this opinion in the Registration Statement and
the reference to us under "Item 5 - Interests of Named Experts and Counsel" in
the Registration Statement.
Sincerely,
/s/ DUANE, MORRIS & HECKSCHER LLP
