Apple Orthodontix Inc – ‘S-1/A’ on 11/18/97 – EX-5.1

As of:  Tuesday, 11/18/97   ·   Accession #:  890566-97-2505   ·   File #:  333-38817

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Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement      7     52K 
                          (General Form)                                         
 2: EX-1.1      Underwriting Agreement                                40    171K 
 3: EX-5.1      Opinion re: Legality                                   2     11K 
 4: EX-10.2     Material Contract                                     11     63K 
 5: EX-21.1     Subsidiaries of the Registrant                         1      3K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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                                                                     Exhibit 5.1
BAKER & BOTTS         
AUSTIN                                                                  
DALLAS                       L.L.P.                                     
MOSCOW                  ONE SHELL PLAZA                                 
  NEW YORK                  910 LOUISIANA            TELEPHONE: (713) 229-1232
WASHINGTON, D.C.       HOUSTON, TEXAS 77002-4995      FACSIMILE: (713) 229-1522 

064163.0103                                                  November 18, 1997  

Apple Orthodontix, Inc.                                                         
2777 Allen Parkway, Suite 700                                                   
Houston, Texas 77019                                                            

Ladies and Gentlemen:                                                           

            As set forth in the Registration Statement on Form S-1, Registration
No. 333-38817 (the "Registration Statement"), filed by Apple Orthodontix, Inc., 
a Delaware corporation (the "Company"), with the Securities and Exchange        
Commission under the Securities Act of 1933, as amended, relating to the        
Company's Class A common stock, par value $.001 per share (the "Common Stock"), 
certain legal matters in connection with the Common Stock are being passed upon 
for the Company by us. At your request, this opinion is being furnished to you  
for filing as Exhibit 5.1 to the Registration Statement.                        

            We understand that the shares of Common Stock to be offered for sale
pursuant to the Registration Statement (the "Shares") and any additional shares 
that may be issued and sold by the Company pursuant to the underwriters'        
over-allotment option as described in the Registration Statement (the           
"Additional Shares") are to be sold pursuant to the terms of an Underwriting    
Agreement (the "Underwriting Agreement") in substantially the form to be filed  
as Exhibit 1.1 to the Registration Statement.                                   

            In our capacity as your counsel in the connection referred to above,
we have examined the Restated Certificate of Incorporation and the Bylaws of the
Company, each as amended to date, the originals, or copies certified or         
otherwise identified, of corporate records of the Company, including minute     
books of the Company as furnished to us by the Company, certificates of public  
officials and of representatives of the Company, statutes and other instruments 
and documents as a basis for the opinions hereinafter expressed. In giving such 
opinions, we have relied upon certificates of officers of the Company with      
respect to the accuracy of certain factual matters contained in such            
certificates.                                                                   

EX-5.1
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BAKER & BOTTS                                                                   
L.L.P.                                                                  
Apple Orthodontix, Inc.               -2-                      November 18, 1997

      On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that:    

     1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Delaware.                   

            2. When offered as described in the Registration Statement, and upon
   (a) the taking of action by a duly authorized officer of the Company to
     approve the Underwriting Agreement and (b) the sale of the Shares and any
Additional Shares in accordance with the terms and provisions of the
      Underwriting Agreement and as described in the Registration Statement, the
     Shares and any Additional Shares will be duly authorized by all necessary
   corporate action on the part of the Company, validly issued, fully paid
and nonassessable.                                                  

          3. The Shares to be sold by the Selling Stockholders identified in
      the Registration Statement are duly authorized, validly issued, fully paid
and nonassessable.                                                  

       The opinions set forth above are limited in all respects to the
General Corporation Law of the State of Delaware, as in effect on the date      
hereof.                                                                         

         We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement and to the reference to us under "Legal Matters" in  
the prospectus forming a part of the Registration Statement.                    

 Very truly yours,

         /s/ BAKER & BOTTS, L.L.P.
             Baker & Botts, L.L.P.

Dates Referenced Herein

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
		11/19/97							None on these Dates
Filed on:		11/18/97		1		2
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