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Exhibit 5.1
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
WWW.WSGR.COM
August 31, 2000
Cholestech Corporation
3347 Investment Boulevard
Hayward, CA 94545
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about August 31, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 590,000 shares of your Common Stock
reserved for issuance under the 2000 Stock Incentive Program and of 200,000
additional shares of your Common Stock reserved for issuance under the 1992
Employee Stock Purchase Plan (which plans are collectively referred to herein as
the "Plans" and which shares are collectively referred herein as the "Shares").
As your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the issuance and sale of the Shares pursuant to the
Plans.
It is our opinion that, when issued and sold in the manner described in
the Plans and pursuant to the agreements which accompany each grant under the
Plans, the Shares will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
