EXHIBIT 5.1
Manatt, Phelps & Phillips, LLP
1501 M Street, NW, Suite 700
Washington, DC 20005
(202) 463-4300
April 22, 2003
Focus Enhancements, Inc.
1370 Dell Ave
Campbell, CA 95008
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Focus Enhancements, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement"), with respect to the registration
under the Securities Act of 1933, as amended, of 1,000,000 shares of Common
Stock of the Company (the "Shares") pursuant to the Company's 2002 Non-Qualified
Stock Option Plan (the "Plan").
We have examined, among other things, the Company's Certificate of
Incorporation and Bylaws, each as amended to date, the Plan and records of
corporate proceedings taken by the Company in connection with the authorization,
issuance and sale of the Shares pursuant to the Plan, and such other documents
as we have deemed necessary. Based on the foregoing and in reliance thereon, it
is our opinion that the Shares, when they are issued pursuant to the Plan, will
be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
adopted under the Act.
Very truly yours,
/s/ Manatt, Phelps & Phillips, LLP
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MANATT, PHELPS & PHILLIPS, LLP