Letterhead of Bogle & Gates Exhibit 5.1
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January 11, 1996
Advanced Technology Laboratories, Inc.
22100 Bothell Everett Highway
Bothell, WA 98041-3003
Gentlemen and Ladies:
We are delivering this opinion in connection with the
Registration Statement on Form S-3 (the "Registration Statement")
of Advanced Technology Laboratories,Inc., a Washington
corporation (the "Company"), to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act") with respect to an aggregate of 213,428
shares, $0.01 par value per share, of common stock of the Company
(the "Shares"), issuable upon conversion of the convertible
subordinated notes described in the Registration Statement (the
"Notes"), to be resold by certain selling shareholders named
therein (the "Selling Shareholders").
We have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments relating
to the incorporation of the Company and the authorization and
issuance of the Shares, and have made such investigations of law,
as we have deemed necessary and advisable.
Based upon the foregoing and having due regard for such
legal questions as we have deemed relevant, we are of the opinion
that:
The shares, when issued in accordance with the terms of
the Notes, constituted or will constitute validly
issued, fully paid and nonassessable shares of common
stock of the Company.
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Advanced Technology Laboratories, Inc.
January 11, 1996
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We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement referred to above, and to
the reference to our firm in the Prospectus constituting a part
of the Registration Statement.
Very truly yours,
/s/Bogle & Gates P.L.L.C.