Exhibit 5.1
OPINION OF WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION
November 27, 2007
BioForm Medical, Inc.
1875 South Grant Street, Suite 110
San Mateo, CA 94402
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on November 27, 2007 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of 11,729,796 shares of your Common Stock, par value $0.01 per share (the “Shares”), (i) 5,536,075 shares of which are subject to currently outstanding options under the 2003 (Active) Stock Plan and (ii) 6,193,721 shares of which are to be issued pursuant to options under the 2007 Equity Incentive Plan (collectively, the “Plans”). As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plans.
It is our opinion that, when issued and sold in the manner described in the Plans and pursuant to the agreements which accompany each grant under the Plans, the Shares will be legally and validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.
| Very truly yours, |
| WILSON SONSINI GOODRICH & ROSATI |
| /s/ Wilson Sonsini Goodrich & Rosati |
