CollabRx, Inc. – ‘S-2’ on 3/6/02 – EX-5.1

On:  Wednesday, 3/6/02   ·   Accession #:  950149-2-440   ·   File #:  333-83840

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration of Securities   —   Form S-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-2         Registration of Securities                            31    137K 
 2: EX-5.1      Opinion re: Legality                                   2±     8K 
 3: EX-13.1     Annual or Quarterly Report to Security Holders        46    243K 
 4: EX-13.2     Annual or Quarterly Report to Security Holders        17     86K 
 5: EX-13.3     Annual or Quarterly Report to Security Holders      HTML    175K 
 6: EX-13.4     Annual or Quarterly Report to Security Holders      HTML    183K 
 7: EX-23.1     Consent of Experts or Counsel                          1      5K 

EX-5.1   —   Opinion re: Legality

EX-5.1
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                     EXHIBIT 5.1

 [Latham & Watkins Letterhead]

 March 6, 2002

Tegal Corporation                                                               
2201 South McDowell Boulevard                                                   
Petaluma, California  94954                                                     

Re: Registration Statement on Form S-2                          
  2,574,557 Shares of Common Stock, par value $.01 per share

Ladies and Gentlemen:                                                           

      In connection with the registration of 2,574,557 shares (the "Shares")
of common stock of Tegal Corporation, a Delaware corporation (the "Company"),   
par value $.01 per share (the "Common Stock"), under the Securities Act of 1933,
as amended (the "Act"), including 913,552 shares (the "Warrant Shares") issuable
pursuant to the exercise of warrants to purchase Common Stock issued by the     
Company on December 31, 2001 (the "Warrants") by the Company on Form S-2 filed  
with the Securities and Exchange Commission (the "Commission") on March 6, 2002 
(the "Registration Statement"), 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 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 documents submitted to us as      
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 jurisdiction or any other laws or as to any matters of municipal law
or the laws of any local agencies within any state.                             

      Subject to the foregoing, it is our opinion that (i) the Shares (other
than the Warrant Shares) have been duly authorized and are validly issued, fully
paid and nonassessable and (ii) the Warrant Shares have been duly authorized,   
and, upon issuance, delivery and payment therefor in the manner contemplated by 
the Warrants, 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.                                    

                 Very truly yours,

                LATHAM & WATKINS

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-2’ Filing		Date		Other Filings
Filed on:		3/6/02
		12/31/01		10-Q
				List all Filings