EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
August 1, 2000
Conceptus, Inc.
1021 Howard Avenue
San Carlos, California 94070
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of up to 1,940,000 shares (the "Shares") of common stock, par value
$.003 per share, of Conceptus, Inc. (the "Company"), pursuant to a Registration
Statement on Form S-3 (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission to register certain resales of the
Shares by the selling stockholders named in the Registration Statement and their
transferees, you have requested our opinion with respect to the matters set
forth below.
In our capacity as your counsel in connection with such registration, we are
familiar with the proceedings taken by the Company in connection with the
authorization, issuance and sale of the Shares. In addition, we have made such
legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments as we have deemed necessary or
appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction of only the
General Corporation Law of the State of Delaware and we express no opinion with
respect to the applicability thereto or the effect thereon of any other laws or
as to any matters of municipal law or any other local agencies within any state.
Subject to the foregoing, and in reliance thereon, it is our opinion that the
Shares have been duly authorized and, upon issuance, delivery and payment
therefor, will be validly issued, fully paid and nonassessable.
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We consent to your filing this opinion as an exhibit to the Registration
Statement and the reference to our firm contained under the heading "Legal
Matters" in the prospectus included therein.
Very truly yours,
/s/ Latham & Watkins
