Exhibit 5.1
OPINION OF WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION
March 5, 2008
NewCardio, Inc.
2350 Mission College Boulevard
Suite 1175
Santa Clara, CA 95054
| 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 March 5, 2008 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 9,098,606 shares of your common stock, par value $0.001 per share (the “Shares”), (i) 3,820,898 shares of which are subject to currently outstanding options under the 2004 Equity Incentive Plan (the “Plan”), and (ii) 5,277,708 shares of which are to be issued pursuant to options under the Plan. 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 Plan.
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 Plan, 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.
| | Sincerely, WILSON SONSINI GOODRICH & ROSATI, PC Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati, PC |
