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[LETTERHEAD OF HELLER EHRMAN WHITE & MCAULIFFE]
EXHIBIT 5
July 14, 2000
SONIC SOLUTIONS
101 Rowland Way, Suite 110
Novato, California 94945
Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to Sonic Solutions, a California corporation (the
"Company"), in connection with the Registration Statement on Form S-1 to be
filed with the Securities and Exchange Commission (the "Commission") on or about
July 14, 2000 (the "Registration Statement") for the purpose of registering
under the Securities Act of 1933, as amended, an aggregate of 2,500,000 shares
of the Company's Common Stock, no par value (the "Shares"). The Shares are to
be sold by Kingsbridge Capital Limited under the Registration Statement.
I.
In connection with this opinion, we have assumed the authenticity of all
records, documents and instruments submitted to us as originals, the genuineness
of all signatures, the legal capacity of natural persons and the conformity to
the originals of all records, documents, and instruments submitted to us as
copies. In rendering our opinion, we have examined the following records,
documents, instruments and certificates:
(a) Private Equity Line Agreement between Sonic Solutions and Kingsbridge
Capital Limited dated May 4, 2000 (the "Stock Purchase Agreement");
(b) The Amended and Restated Articles of Incorporation of Sonic Solutions
certified by the Secretary of State of the State of California as of July 13,
2000, and certified to us by an officer of the Company as being complete and in
full force and effect as of the date of this opinion;
(c) The Bylaws of the Company certified to us by an officer of Sonic
Solutions as being complete and in full force and effect as of the date of this
opinion;
(d) A Certificate of an Officer of the Company: (i) attaching records
certified to us as constituting all records of proceedings and actions of the
Board of Directors of the Company and any committees of the Board of Directors
relating to the Shares; and (ii) certifying as to certain factual matters;
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(e) The Registration Statement; and
(f) A written statement from ChaseMellon Shareholder Services, the
Company's transfer agent, as to the number of shares of Sonic Solutions' Common
Stock that were outstanding on May 31, 2000.
This opinion is limited to the federal laws of the United States of America
and the laws of the State of California, and we disclaim any opinion as to the
laws of any other jurisdiction. We further disclaim any opinion as to any
statute, rule, regulation, ordinance, order or other promulgation of any other
jurisdiction or any regional or local governmental body or as to any related
judicial or administrative decision.
II.
Based upon the foregoing and our examination of such questions of law as we
have deemed necessary or appropriate for the purpose of this opinion, and
assuming that: (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered and sold; (ii) the full
consideration stated in the Stock Purchase Agreement pursuant to which the
Shares are to be issued is paid for each Share; (iii) appropriate certificates
evidencing the Shares are executed and delivered by hte Company; and (iv) all
applicable securities laws are complied with, it is our opinion that the Shares
covered by the Registration Statement will be legally issued, fully paid and
nonassessable.
III.
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon
by you for any other purpose, or relied upon by any other person, firm,
corporation or other entity for any purpose, without our prior consent. We
disclaim any obligation to advise you of any change of law that occurs, or any
facts of which we may become aware, after the date of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Heller Ehrman White & McAuliffe
