<PAGE> 1
EXHIBIT 5.1
October 18, 2000
Encore Medical Corporation
9800 Metric Blvd.
Austin, Texas 78758
Re: Registration Statement on Form S-8 of Encore Medical Corporation
Gentlemen:
We are acting as counsel for Encore Medical Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of up to 2,000,000 shares of the
Company's Common Stock, par value $.001 per share (the "Shares"), which shares
are issuable upon the exercise of incentive stock options ("Incentive Options"),
non-qualified stock options ("Non-Qualified Options") and stock appreciation
rights ("Appreciation Rights"), and are issuable upon the grant of restricted
stock awards ("Restricted Awards"), unrestricted stock awards ("Unrestricted
Awards"), deferred stock awards ("Deferred Awards"), performance unit awards
("Performance Awards"), and other stock-based awards ("Other Awards"), granted
(in the case of Incentive Options and Non-Qualified Options only) or to be
granted from time to time to eligible persons, pursuant to the provisions of the
Company's 1996 Incentive Stock Plan (the "Plan"). A Registration Statement on
Form S-8 covering the offering and sale of the Shares (the "Registration
Statement") is expected to be filed with the Securities and Exchange Commission
on or about the date hereof.
In reaching the conclusions expressed in this opinion we have examined
and relied upon such documents, corporate records, and other instruments,
including certificates of public officials and certificates of officers of the
Company, and made such further investigation and inquiry as we have deemed
necessary to reach the opinions expressed herein. In making the foregoing
examinations, we have assumed the genuineness of all signatures on original
documents, the authenticity, accuracy, and completeness of all documents
submitted to us as originals, and the conformity to original documents of all
copies submitted to us.
Based solely upon the foregoing, subject to the comments and exceptions
hereinafter stated, it is our opinion that the Shares, when issued by the
Company in accordance with the terms of the Plan, the Incentive Options,
Non-Qualified Options, Appreciation Rights, Restricted Awards, Unrestricted
Awards, Deferred Awards, Performance Awards, and the Other Awards, for
consideration having a value not less than the par value thereof, will be
validly issued, fully paid and non-assessable.
We express no opinion as to the laws of any jurisdiction other than the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America, in each case as in effect on the date hereof.
<PAGE> 2
Encore Medical Corporation
October 18, 2000
Page 2
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
JACKSON WALKER L.L.P.
- 2 -
