EXHIBIT 5.01
September 25, 1998
Integrated Systems, Inc.
201 Moffett Park Drive
Sunnyvale, California 94089
Gentlemen/Ladies:
At your request, 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 September 28, 1998 in
connection with the registration under the Securities Act of 1933, as amended,
of an aggregate of 2,000,000 shares of your Common Stock (the "Stock"),
1,000,000 of which are subject to issuance by you upon the exercise of stock
options granted or to be granted by you under your 1988 Stock Option Plan, as
amended (the "1988 Plan"), and 1,000,000 of which are subject to issuance by you
upon the exercise of stock options granted or to be granted by you under your
1998 Equity Incentive Plan (the "1998 Plan"). The 1988 Plan and the 1998 Plan
are collectively referred to in this letter as the "Plans"). In rendering this
opinion, we have examined the following:
(1) your registration statement on Form S-8 (File Number
333-12799) filed with and declared effective by the Commission
on September 27, 1996, together with the Company's Bylaws
filed as a part thereof;
(2) your registration statement on Form 8-A (File Number 0-18268)
filed with the Commission on January 29, 1990, as amended by
Amendment No. 1 filed with the Commission on March 1, 1990,
together with the order of effectiveness issued by the
Commission therefor on March 5, 1990;
(3) the Registration Statement, together with the Exhibits filed
as a part thereof;
(4) the Prospectuses prepared in connection with the Registration
Statement;
(5) the minutes of meetings and actions by written consent of the
shareholders and Board of Directors that are contained in your
minute books that are in our possession; and
(6) the stock records that you have provided to us (consisting of
a letter dated September 24, 1998 from your transfer agent,
ChaseMellon Shareholder Services, stating the number of shares
of your capital stock issued and outstanding on such date and
a report of the number of options that are outstanding
respecting your capital stock and of any other rights
outstanding to your purchase capital stock that was prepared
by you and dated September 23, 1998).
(7) a Management Certificate addressed to us and dated of even
date herewith executed by the Company containing certain
factual and other representations.
We have also confirmed the continued effectiveness of the Company'
registration under the Securities Exchange Act of 1934, as amended, by telephone
call to the offices of the Commission and have confirmed your eligibility to use
Form S-8.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the legal capacity of all natural persons executing the same, the lack
of any undisclosed terminations, modifications, waivers or amendments to any
documents reviewed by us and the due execution and delivery of all documents
where due execution and delivery are prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information obtained from public
officials and records referred to above. We have made no independent
investigation or other attempt to verify the accuracy of any of such information
or to determine the existence or non-existence of any other factual matters;
however, we are not aware of any facts that would cause us to believe that the
opinion expressed herein is not accurate.
We are admitted to practice law in the State of California, and we
express no opinion herein with respect to the application or effect of the laws
of any jurisdiction other than the existing laws of the United States of America
and the State of California.
Based upon the foregoing, it is our opinion that the 2,000,000 shares
of Stock that may be issued and sold by you upon the exercise of (a) stock
options granted or to be granted under the 1988 Plan or the 1998 Plan, when
issued and sold in accordance with the applicable plan and stock option
agreements to be entered into thereunder, and in the manner referred to in the
relevant Prospectus associated with the Registration Statement, will be validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof. This
opinion is intended solely for the your use as an exhibit to the Registration
Statement for the purpose of the above sale of the Stock and is not to be relied
upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
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