<PAGE>
Exhibit 5.1
[LETTERHEAD OF OPPENHEIMER]
December 7, 2000
Board of Directors
VidaMed, Inc.
46107 Landing Parkway
Fremont, California 94538
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to VidaMed, Inc., a Delaware corporation (the
"Company"), in connection with the registration by the Company of the offer
and resale of 4,425,000 shares of the Company's common stock, $.001 par
value per share (the "Shares"), pursuant to the Company's Registration
Statement on Form S-3 filed with the Securities and Exchange Commission on
the date hereof (the "Registration Statement"), on behalf of the certain
selling stockholders named therein (the "Selling Stockholders"). The Shares
consist of shares that have been issued by the Company in a private
placement.
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and
representatives of the Company, certificates of public officials and other
documents as we have deemed necessary or appropriate as a basis for the
opinions expressed herein. In connection with our examination, we have
assumed the genuineness of all signatures, the authenticity of all
documents tendered to us as originals, the legal capacity of all natural
persons and the conformity to original documents of all documents submitted
to us as certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations
stated herein, it is our opinion that:
1. The Company had the corporate authority to issue the Shares.
<PAGE>
2. The Shares being registered for resale by the Selling Stockholders
under the Registration Statement have been duly authorized, validly
issued, fully paid and nonassessable.
We express no opinion with respect to laws other than those of the federal
law of the United States of America and the Delaware General Corporation
Law, and we assume no responsibility as to the applicability thereto, or
the effect thereon, of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, to its use as part of the Registration Statement,
and to the use of our name under the caption "Legal Matters" in the
prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Oppenheimer Wolff & Donnelly LLP
