EXHIBIT 5.1
OPINION OF COUNSEL
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June 11, 1997
Landec Corporation
3603 Haven Avenue
Menlo Park, CA 94025-1010
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by you with the Securities and Exchange Commission (the
"Commission") on or about June 12, 1997 in connection with the registration
under the Securities Act of 1933, as amended, of a total of 750,000 shares of
your Common Stock reserved for issuance under the 1996 Stock Option Plan and
750,000 shares of your Common Stock reserved for issuance under the 1996
Non-Executive Stock Option Plan (collectively the "Shares"). 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
sale and issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement 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, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Sincerely,
VENTURE LAW GROUP
/s/ Venture Law Group
THN
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