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Exhibit 5.1
SNOW BECKER KRAUSS P.C.
605 Third Avenue
New York, New York 10158
Phone: (212) 687-3860
Fax: (212) 949-7052
June 30, 2000
Board of Directors
Integrated Surgical Systems, Inc.
1850 Research Park Drive
Davis, California 95616-4884
Ladies and Gentlemen:
You have requested our opinion, as counsel for Integrated
Surgical Systems, Inc., a Delaware corporation (the "Company"), in connection
with the registration statement on Form S-3 (the "Registration Statement"),
under the Securities Act of 1933, filed by the Company with the Securities and
Exchange Commission for the sale of 1,863,000 shares (the "Shares") of common
stock, $.01 par value (the "Common Stock"), by the selling securityholders named
in the Registration Statement, including up to 1,800,000 shares that they may
acquire upon conversion of the Company's Series G Convertible Preferred Stock
(the "Preferred Stock") and 63,000 shares that they may acquire upon exercise of
warrants (the "Warrants"), as described in the Registration Statement.
We have examined such records and documents and made such
examinations of law as we have deemed relevant in connection with this opinion.
Based upon the foregoing, it is our opinion that:
1. The Company has been duly organized, is validly existing and
in good standing under the laws of the State of Delaware.
2. All of the Shares have been duly authorized.
3. The shares of Common Stock issuable upon conversion of the
Preferred Stock or upon the exercise of the Warrants, when
issued in accordance with the terms of the Certificate of
Designations authorizing the issuance of the Preferred Stock
or upon payment of the exercise price specified in the
Warrants, as the case may be, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Registration Statement. In so doing, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ SNOW BECKER KRAUSS P.C.
