EXHIBIT 5
June 14, 1995
STAAR Surgical Company
1911 Walker Avenue
Monrovia, California 91016
RE: STAAR SURGICAL COMPANY - REGISTRATION STATEMENT ON FORM S-8
OUR FILE NO.: 0808-011
----------------------------------
Ladies and Gentlemen:
In connection with the registration by STAAR Surgical Company (the
"Company") of the STAAR Surgical Company Consultant Stock Plan adopted by the
Board of Directors of the Company on May 31, 1995 (the "1995 Plan") on Form S-
8 under the Securities Act of 1993, as amended, and the Rules and Regulations of
the Securities and Exchange Commission promulgated thereunder, and the sale and
issuance by the Company pursuant to the terms of the 1995 Plan to its
consultants of up to 500,000 shares of the Company's common stock, par value
$.01 (the "Shares") by means of either an outright grant of the Shares to the
consultants or the grant to and exercise by the consultants of options to
purchase the Shares (collectively, the "Awards"), you have requested our opinion
as counsel for the Company as to the legality of the issuance of the Shares.
In rendering our opinion, we have reviewed and examined the following
documents and certificates of officers and directors of the Company.
(1) Certificate of Incorporation of the Company, as amended from time to
time (the "Certificate") as certified to us by the Secretary of State
of the State of Delaware and as recorded in the office of the
appropriate county recorder;
(2) The Bylaws of the Company, as certified to us by the Secretary of the
Company;
STAAR Surgical Company
June 14, 1995
Page 2
(3) Certified resolutions adopted by the Board of Directors of the Company
authorizing the adoption of the 1995 Plan and the grant of Awards to
the consultants of the Company thereunder and the issuance of the
Shares in connection therewith; and
(4) A Registration Statement on Form S-8 with respect to the 1995 Plan and
the Shares to be filed on June 14, 1995 with the Securities Exchange
Commission (the "Registration Statement").
In giving our opinion, we have assumed without investigation the
authenticity, accuracy and completeness of any document or instrument submitted
to us as an original, the conformity to the original of any document or
instrument submitted to us as a copy, and the genuineness of all signatures on
such originals or copies.
We have not undertaken, nor do we intend to undertake, any independent
investigation beyond such documents or instruments and records, or to verify the
adequacy of accuracy of such documents, instruments and records.
Based upon the foregoing, we are of the opinion that, after the
Registration Statement becomes effective and after any post-effective amendment
required by law is duly completed, filed and becomes effective (such
Registration Statement as it finally becomes effective, or, if required to be
post-effectively amended, then as it is so amended, is referred to hereinafter
as the "Final Registration Statement"), and when the applicable provisions of
"blue sky" and other state securities laws shall have been complied with, and
when the Shares are issued and sold in accordance with the Final Registration
Statement, the Shares will be legally authorized, fully paid and nonassessable.
We express no opinion as to compliance with "blue sky" or state securities
laws of any state in which the Shares are proposed to be offered and sold or as
to the effect, if any, which non-compliance with such laws might have on the
validity of issuance of the Shares.
STAAR Surgical Company
June 14, 1995
Page 3
We consent to the reference to our firm under item number 8 of the
Registration Statement and further consent to the filing of this opinion as an
exhibit to any filing made with the Securities and Exchange Commission or under
any state or other jurisdiction's securities act for the purpose of registering,
qualifying or establishing eligibility for an exemption from registration or
qualification of the Shares in connection with the offering described in the
Registration Statement. Other than as provided in the preceding sentence, this
opinion (i) is addressed solely to you for your benefit in accordance with the
subject transaction, (ii) may not be relied upon by any other party, (iii)
covers only matters of United States federal law and the internal (and not the
conflict of law) laws of the States of Delaware and California, and nothing in
this opinion shall be deemed to imply any opinion related to the laws of any
other jurisdiction, (iv) may not be used, circulated, reproduced, quoted,
referred to or delivered by you to any other person, and (v) may not be relied
upon for any other purpose whatsoever. Nothing herein shall be deemed to relate
to or constitute an opinion concerning any matters not specifically set forth
above.
By giving you this opinion, we do not admit that this firm or any member
hereof comes within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission promulgated thereunder, or
within the meaning of Section 11(a)(4) of the Securities Act of 1933, as
amended, or the Rules and Regulations of the Securities and Exchange Commission
promulgated thereunder.
The information set forth herein is as of the date of this letter. We
disclaim any undertaking to advise you of changes which may be brought to our
attention after the effective date of the Registration Statement.
Very truly yours,
/s/ POLLET, SKOUSEN & WOODBURY,
A LAW CORPORATION