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EXHIBIT 5.1
TESTA, HURWITZ & THIBEAULT, LLP
ATTORNEYS AT LAW
125 HIGH STREET
OFFICE (617) 248-7000 BOSTON, MASSACHUSETTS 02110 FAX (617) 248-7100
August 25, 2000
Matritech, Inc.
330 Nevada Street
Newton, MA 02460
RE: Registration Statement on Form S-3
Relating to 450,000 Shares of Common Stock
Ladies and Gentlemen:
We are counsel to Matritech, Inc., a Delaware corporation (the "Company"),
and have represented the Company in connection with the preparation and filing
of the Company's Form S-3 Registration Statement (the "Registration Statement"),
covering the sale to the public by certain stockholders of the Company (the
"Selling Securityholders") of up to 450,000 shares of the Company's Common
Stock, $.01 par value per share (the "Shares"). Terms not otherwise defined
herein shall have the meaning assigned to them in the Registration Statement.
We have reviewed the corporate proceedings taken by the Board of Directors
of the Company with respect to the authorization and issuance of the Shares. We
have also examined and relied upon originals or copies, certified or otherwise
authenticated to our satisfaction, of all corporate records, documents,
agreements or other instruments of the Company and have made all investigations
of law and have discussed with the Company's officers all questions of fact that
we have deemed necessary or appropriate.
We are only members of the bar of the Commonwealth of Massachusetts and are
not expert in, and express no opinion regarding, the laws of any jurisdiction
other than the Commonwealth of Massachusetts, the General Corporation Law of the
State of Delaware and the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are, or in the case of Shares issuable upon exercise of certain warrants,
when issued and paid for in accordance with the terms thereof, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm in the Prospectus
contained in the Registration Statement under the caption "Legal Matters."
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
