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EXHIBIT 5.1
August 18, 2000
APACHE Medical Systems, Inc.
1650 Tysons Boulevard, Suite 300
McLean, Virginia 22102
RE: APACHE MEDICAL SYSTEMS, INC. REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to APACHE Medical Systems, Inc, a Delaware
corporation (the "Company"), in connection with the registration of 130,000
shares (the "Shares") of common stock, $0.01 par value, of the Company under
the APACHE Medical Systems, Inc. Amended and Restated Non-Employee Director
Supplemental Stock Option Plan (the "Plan"), pursuant to a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the
"Registration Statement").
We have examined such documents and instruments as we determined to be
necessary in order to render our opinion.
Based on the foregoing and subject to the following limitations, we are
of the opinion that, upon issuance and delivery of the Shares in accordance
with the Plan referred to in the Registration Statement, the Shares will be
validly issued, fully paid and nonassessable.
The foregoing opinion is predicated upon and qualified by the following:
a. The foregoing opinion is based upon and limited to the Delaware
General Corporation Law, and we render no opinion with respect to any other
laws or the laws of any other jurisdiction.
b. Our opinion letter is based upon and limited to laws and
regulations as in effect on the date of this letter. We assume no obligation to
update the opinions set forth herein.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ SHAW PITTMAN
