EXHIBIT 5.1
Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, Illinois 60606
July 31, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Ladies and Gentlemen:
A Registration Statement on Form S-8 (the "Registration Statement") is
being filed on or about the date of this letter with the Securities and Exchange
Commission to register shares of common stock, par value $.001 per share (the
"Shares"), of LaserSight Incorporated (the "Company") which may from time to
time be offered by LaserSight in connection with the LaserSight Incorporated
Amended and Restated 1996 Equity Incentive Plan (the "Equity Incentive Plan").
This opinion is delivered in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act of 1933, as amended.
We have acted as counsel to the Company in connection with the
Registration Statement. In rendering this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of the corporate records of the Company, including its Certificate
of Incorporation, as amended, its By-Laws, as amended, and minutes of directors'
and stockholders' meetings, and such other documents (including the Plan), which
we have deemed relevant or necessary as the basis for the opinion as hereinafter
set forth.
We have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such latter documents. In making our examination of documents executed by
parties other than the Company, we have assumed that such parties had the power,
corporate or otherwise, to enter into and to perform their respective
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or otherwise, and the execution and delivery by such
parties of such documents and the validity and binding effect thereof. As to any
facts material to the opinion expressed herein, we have relied upon oral or
written statements and representations of officers and other representatives of
the Company and others.
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Securities and Exchange Commission
July 31, 2000
Page 2
Based upon and subject to the foregoing, it is our opinion that the
Shares that will be originally issued under the Plan, when issued pursuant to,
and in accordance with, the Plan, will be validly issued, fully paid and
non-assessable.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ Mark L. Dosier
Mark L. Dosier
