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EXHIBIT 5.1
[STRADLING YOCCA CARLSON & RAUTH LETTERHEAD]
August 16, 2000
Re: Registration Statement on Form S-3
Dear Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-3 (the "Registration Statement being filed by Computer Motion, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of an aggregate of 1,903,743 shares of the Company's common stock,
$0.001 par value ("Common Stock") which consist of 1,308,852 shares to be issued
to certain warrant holders upon exercise of their warrants and 594,891 shares
issued to certain investors in a private placement on June 30, 2000. The shares
of Common Stock may be offered for resale from time tot time by and for the
account of the Selling Stockholders of the Company as named in the Registration
Statement.
We have reviewed the corporate action of the Company in connection with
this matter and have examined such documents, corporate records and other
instruments as we have deemed necessary for the purposes of this opinion.
Based on the foregoing, it is our opinion that 1,903,743 of Common
Stock covered by the Registration Statements have been duly authorized and
validly issued, and are fully paid and nonassessable.
We consent to the use of this opinion as exhibit to the Registration
Statement.
Very truly yours,
STRADLING YOCCA CARLSON & RAUTH
/s/ Stradling Yocca Carlson & Rauth
