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EXHIBIT 5.1
OPINION OF LATHAM & WATKINS
[LATHAM & WATKINS LETTERHEAD]
June 1, 2000
KeraVision, Inc.
48630 Milmont Drive
Fremont, California 94538
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
In connection with the registration by KeraVision, Inc, a Delaware
Corporation (the "Company"), of an aggregate of 1,340,000 shares of the Common
Stock, par value $.001 per share (the "Shares"), of the Company pursuant to the
KeraVision, Inc. 1995 Stock Plan (the "Stock Plan"), and the KeraVision, Inc.
1995 Directors' Stock Option Plan (the "Director Stock Plan" and together with
the Stock Plan, the "Plans"), on a Registration Statement on Form S-8 (the
"Registration Statement"), filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, you have requested our opinion
with respect to the matters set forth below.
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed 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 of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
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We are opining herein as to the effect on the subject transaction of only
the General Corporation Law of the State of Delaware, and we assume no
responsibility as to the application to the subject transaction, or the effect
thereon, of any other laws, of the laws of any other jurisdiction or as to any
matters of municipal law or any other local agencies within any state.
Subject to the foregoing it is our opinion that, as of the date hereof,
upon the issuance and sale of the Shares, each in the manner contemplated by the
Registration Statement and in accordance with the terms of the Plans, and
subject to the Company completing all action and proceedings required on its
part to be taken prior to the issuance of the Shares pursuant to the terms of
the Plans and the Registration Statement, including, without limitation,
collection of required payment for the Shares, the Shares will be legally and
validly issued, fully paid and nonassessable securities of the Company.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Latham & Watkins
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