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EXHIBIT 5.1
[Letterhead of Anton Campion Macdonald Oyler]
November 29, 2000
PLC Systems Inc.
10 Forge Park
Franklin, MA
02038
Dear Sirs:
RE: REGISTRATION STATEMENT ON FORM S-8
We have acted as Yukon Territory counsel on behalf of PLC Systems Inc.,
a corporation organized under the laws of the Yukon Territory, Canada (the
"Company"), in connection with the registration of 317,672 shares of Common
Stock of the Company (the "Common Stock") issuable under the Company's 2000
Non-statutory Stock Option Plan (the "Plan"). In connection therewith, we have
examined, among other things, the Registration Statement on Form S-8 (the
"Registration Statement") proposed to be filed by the Company with the
Securities and Exchange Commission on or about November 30, 2000. We have also
examined the proceedings and other actions taken by the Company in connection
with the authorization of the shares of Common Stock issuable under the Plan and
such other matters as we deemed necessary for purposes of rendering this
opinion.
Based upon the foregoing, and in reliance thereon, we are of the
opinion, as of the date hereof, that the shares of Common Stock issuable under
the Plan, when issued, delivered and paid for in accordance with the Plan and in
the manner described in the Registration Statement, will be validly issued,
fully paid and non-assessable.
In rendering this opinion we express no opinion as to the laws of any
jurisdiction other than the laws of the Yukon Territory.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the General Rules and Regulations of the
Securities and Exchange Commission.
Yours truly,
ANTON CAMPION MACDONALD OYLER
/s/ Gareth C. Howells
Gareth C. Howells
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