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EXHIBIT 5.1
[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
25 August 2000
UroCor, Inc.
840 Research Parkway
Oklahoma City, Oklahoma 73104
Ladies and Gentlemen:
We have acted as counsel for UroCor, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended, of 100,000 shares of the Company's common stock, $.01
par value (the "Shares"), to be offered upon the terms and subject to the
conditions set forth in the UroCor, Inc. 1997 Non-Employee Director Stock
Option Plan, as amended (the "Plan").
In connection therewith, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Restated
Certificate of Incorporation of the Company, the Amended and Restated By-Laws
of the Company, the Plan, records of relevant corporate proceedings with
respect to the offering of the Shares and such other documents and
instruments as we have deemed necessary or appropriate for the expression of
the opinions contained herein. We have also reviewed the Company's
Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission with respect to the Shares (the "Registration Statement").
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the
conformity to original documents of all records, certificates and other
instruments submitted to us as copies, the authenticity and completeness of
the originals of those records, certificates and other instruments submitted
to us as copies and the correctness of all statements of fact contained in
all records, certificates and other instruments that we have examined.
Based on the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the
Shares have been duly authorized and, when issued in accordance with the
terms of the Plan, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited exclusively to laws of
the State of Texas, the Delaware General Corporation Law and the federal laws
of the United States of America, to the extent applicable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ FULBRIGHT & JAWORSKI L.L.P.
Fulbright & Jaworski L.L.P.
