INTEGRATED SURGICAL SYSTEMS INC
S-3, EX-5.1, 2000-12-07
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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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
November 28, 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 6,594,048 shares (the "Shares") of common stock, $.01 par value (the "Common Stock"), by the selling security holders named in the Registration Statement that they may acquire upon conversion of the Company's series G and series H convertible preferred stock (the "Preferred Stock") 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, when issued in accordance with the terms of the Certificate of Designations authorizing the issuance of the Preferred Stock 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.

 



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