<PAGE>
Exhibit 5.1
[LETTERHEAD OF LATHAM & WATKINS]
October 13, 2000
KeraVision, Inc.
48630 Milmont Drive
Fremont, California 94538
Ladies and Gentlemen:
This opinion is rendered in connection with the filing by KeraVision, Inc.,
a Delaware corporation (the "Company"), of its Registration Statement on Form S-
2 (the "Registration Statement") with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to the
offer and sale by the Company (the "Offering") of up to 3,760,706 shares of the
Company's common stock, par value $.001 per share (the "Registered Common
Stock"), and any subsequent registration statement the Company may hereafter
file with the Commission pursuant to Rule 462(b) under the Act to register
additional shares of the Company's common stock, par value $.001 per share, in
connection with the Offering (such additional shares, together with the
Registered Common Stock, the "Shares"). We have acted as special counsel to the
Company in connection with the preparation of the Registration Statement.
In our capacity as such counsel, we are familiar with the proceedings taken
and to be taken by the Company in connection with the authorization, issuance
and sale of the Shares. In addition, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction as being true
reproductions of originals of such documents, corporate records and other
instruments, and have obtained from officers of the Company and agents thereof
such certificates and other representations and assurances, as we have deemed
necessary or appropriate for the purposes of this opinion.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the legal capacity
of natural persons executing such documents and the authenticity and conformity
to original documents of documents submitted to us as certified or photostatic
copies.
We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, and we express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or, in the case of Delaware, any other laws, or as to any
matters of municipal law of the laws of any local agencies within any state.
Subject to the foregoing and the other qualifications set forth herein, it
is our opinion that, as of the date hereof, based on the foregoing and the
proceedings to be taken by the Company as referred to above, the Shares have
been duly authorized, and upon issuance, delivery and payment therefor in the
manner described in the Registration Statement, such Shares will be validly
issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters" of the prospectus included therein, and to the incorporation by
reference of this opinion and consent into a registration statement filed with
the Commission pursuant to Rule 462(b) under the Act relating to the Offering.
Very truly yours,
/s/ LATHAM & WATKINS
