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EXHIBIT 5.1
August 24, 2000
Inverness Medical Technology, Inc.
200 Prospect Street
Waltham, MA 02453
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to Inverness
Medical Technology, Inc., a Delaware corporation that was formally known as
Selfcare, Inc. (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended (the "Securities Act"), of a Registration Statement on Form S-8
(the "Registration Statement") relating to 600,000 shares (the "Shares") of
the Company's common stock, par value $.001 per share ("Common Stock"), which
the Company may issue pursuant to the Selfcare, Inc. Employee Stock Purchase
Plan (the "Plan").
As counsel for the Company, we have examined copies of the Plan; the
Company's Certificate of Incorporation and By-laws, each as amended to date and
presently in effect; the Registration Statement; and such records, certificates
and other documents of the Company as we have deemed necessary or appropriate
for the purposes of this opinion. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as certified, photostatic or
facsimile copies, the authenticity of the originals of such copies and the
authenticity of telephonic confirmations of public officials and others. As to
facts material to our opinion, we have relied upon certificates or telephonic
confirmations of public officials and certificates, documents, statements and
other information of the Company or representatives or officers thereof.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and The Commonwealth of
Massachusetts and the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that upon the issuance
and delivery of the Shares against payment therefor in accordance with the terms
of the Plan, the Shares will be validly issued, fully paid and non-assessable
shares of the Company's Common Stock.
The foregoing assumes all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to the inclusion of this opinion as an exhibit to
the Registration Statement.
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Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
GOODWIN, PROCTER & HOAR LLP
