EXHIBIT 5.1
SONNENSCHEIN NATH & ROSENTHAL
8000 SEARS TOWER
CHICAGO, ILLINOIS 60026
September 21, 2000
LaserSight Incorporated
3300 University Boulevard, Suite 140
Orlando, Florida 32792
Gentlemen:
We have acted as counsel to LaserSight Incorporated, a Delaware
corporation (the "Company"), in connection with the registration by the Company
under the Securities Act of 1933 (the "Act") pursuant to the Company's
Registration Statement on Form S-3 proposed to be filed with the Securities and
Exchange Commission (the "Commission") on September 22, 2000, (as amended, the
"Registration Statement") of an aggregate of up to 2,314,286 shares (the
"Shares") of the Company's common stock, par value $.001 per share (the "Common
Stock"), issued or issuable from time to time by the Company as follows:
(i) an aggregate of up to 600,000 shares (the "Warrant Shares")
issuable upon the exercise of outstanding warrants to purchase Common
Stock (such warrants, the "Warrants") issued by the Company to BayStar
Capital, L.P. and BayStar International, Ltd.; and
(ii) an aggregate of 1,714,286 shares (the "Purchased Shares") issued
to BayStar Capital, L.P. and BayStar International, Ltd. in connection
with a Securities Purchase Agreement dated September 8, 2000 between
the Company, BayStar Capital, L.P. and BayStar International, Ltd..
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Registration
Statement, the Certificate of Incorporation of the Company as currently in
effect, the By-laws of the Company as currently in effect, various resolutions
of the Board of Directors of the Company, and such agreements, instruments,
certificates of public officials, certificates of officers or representatives of
the Company, the Selling Stockholders (named in the Registration Statement) and
others, and such other documents, certificates and records, and have made such
other investigations, as we have deemed necessary or appropriate as a basis for
the opinions set forth herein.
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 and otherwise, to enter into and perform their respective obligations
thereunder and have also assumed the due authorization by all requisite action,
corporate and otherwise, and the execution and delivery by such parties of such
documents and the validity and binding effect thereof. As to any facts material
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to the opinions expressed herein, we have relied upon oral or written statements
and representations of officers and other representatives of the Company, the
Selling Stockholders and others.
We are opining only as to the General Corporation Law of the State of
Delaware and we express no opinion with respect to the applicability or the
affect of any other laws or as to any matters of municipal law or of any other
local agencies within any state.
Based upon and subject to the foregoing, we are of the opinion that,
when sold by the Selling Stockholders pursuant to the Registration Statement,
and provided no stop order shall have been issued by the Commission relating
thereto:
(i) the Warrant Shares, when issued, sold and delivered in the manner
and for the consideration contemplated by the terms of the Warrants and
as stated in the Registration Statement and any Prospectus Supplement
relating thereto, will be validly issued, fully paid and
non-assessable; and
(ii) the Purchased Shares, when sold and delivered in the manner
contemplated by the Registration Statement and any Prospectus
Supplement relating thereto, will be validly issued, fully paid and
non-assessable.
The opinions set forth above are subject to the qualifications that (a)
enforcement of the Company's obligations under the Warrants may be subject to
(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now
or hereafter in effect relating to or affecting creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforcement is
sought in a proceeding at law or in equity), and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement. We also
consent to the reference to our firm under the caption "Legal Matters" in the
prospectus contained in the Registration Statement. We do not, in giving such
consent, admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act.
Very Truly Yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/Paul J. Miller
Paul J. Miller
