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Exhibit 5.1
OPINION OF LATHAM & WATKINS
September 12, 2000
EndoSonics Corporation
2879 Kilgore Road
Rancho Cordova, California 95670
Re: EndoSonics Corporation Common Stock
par value $0.001 Per Share
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement"), which you intend to file with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of an additional 500,000 shares of common stock, par value
$0.001 per share (the "Shares"), to be sold by EndoSonics Corporation (the
"Company") under its 1998 Stock Option Plan, as amended (the "Plan"). We have
acted as counsel to the Company in connection with the preparation of the
Registration Statement. In our capacity as such counsel, we are familiar with
the proceedings undertaken and to be undertaken by the Company in connection
with the authorization, issuance and sale of the Shares. In addition, we have
made such legal and factual examinations and inquiries, including an examination
of originals (or copies certified or otherwise identified to our satisfaction as
being true reproductions of originals) or such documents, corporate records and
other instruments, and have obtained from officers of the Company and agents
thereof such certificates and other representations and assurances, as we have
deemed necessary or appropriate for the purposes of this opinion.
In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the legal
capacity of natural persons executing such documents and the authenticity and
conformity to original documents of documents submitted to us as certified or
photostatic copies.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder, and we express no opinion with respect to
the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other qualifications set forth herein,
it is our opinion that, as of the date hereof, based on the foregoing and the
proceedings to be taken by the Company as referred to above, we are of the
opinion that the Shares have been duly authorized, and upon the
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exercise of options granted to pursuant to the Plan and the issuance and sale of
the Shares, each in the manner contemplated by the Registration Statement, and
each in accordance with the terms of the Plan and upon the issuance of Shares
and payment therefor of legal consideration in excess of the aggregate par value
share of the Shares issued, such Shares will be validly issued, fully paid and
nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ LATHAM & WATKINS
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