Exhibit 5.1
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| Menlo Park, California 94025 | |
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| Tel: (650) 328-4600 Fax: (650) 463-2600 | |
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| www.lw.com | |
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March 9, 2007 |
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| File No. 039574-0001 | |
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Accuray Incorporated
1310 Chesapeake Terrace
Sunnyvale, CA 94089
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Accuray Incorporated, a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), pursuant to a Registration Statement on Form S-8 (the “Registration Statement”), of up to 4,000,000 shares of common stock, $0.001 par value per share, pursuant to the Accuray Incorporated 2007 Employee Stock Purchase Plan (the “Plan”). The shares issuable under the Plan are referred to herein as the “Shares.” This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the validity of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.
We are opining herein only as to Delaware General Corporation Law, and we express no opinion with respect to any other laws.
Subject to the foregoing, it is our opinion that, as of the date hereof, upon the issuance and delivery of the Shares in the manner contemplated by the Plan, and assuming the Company completes all actions and proceedings required on its part to be taken prior to the issuance and delivery of the Shares pursuant to the terms of the Plan, including, without limitation, collection of the required payment for the Shares, the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ LATHAM & WATKINS LLP