EXHIBIT 5.1
[GRAY CARY WARE & FREIDENRICH LLP LETTERHEAD]
December 6, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: FIBERSTARS, INC.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
As counsel to Fiberstars, Inc. (the "Company"), we are rendering this
opinion in connection with a proposed sale of those certain shares of the
Company's newly-issued Common Stock as set forth in the Registration Statement
on Form S-8 relating to the Company's 1994 Employee Stock Purchase Plan, as
amended (the "Stock Purchase Plan"), 1994 Stock Option Plan (the "Stock Option
Plan"), and the 1994 Directors' Stock Option Plan (the "Directors Plan"), to
which this opinion is being filed as Exhibit 5.1 (the "Shares"). We have
examined all instruments, documents and records which we deemed relevant and
necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
We express no opinion with respect to (i) the availability of equitable
remedies, including specific performance, or (ii) the effect of bankruptcy,
insolvency, reorganization, moratorium or equitable principles relating to or
limiting creditors' rights generally.
Based on such examination, we are of the opinion that the Shares
identified in the above-referenced Registration Statement will be, upon
effectiveness of the Registration Statement and issuance of the Shares pursuant
to the terms and subject to the conditions of the Stock Purchase Plan, Stock
Option Plan, and Directors Plan, as applicable, validly authorized, legally
issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in said Registration Statement, including the Prospectus constituting a
part thereof, as originally filed or as subsequently amended.
Respectfully submitted,
/s/ GRAY CARY WARE & FREIDENRICH LLP
GRAY CARY WARE & FREIDENRICH LLP
