EXHIBIT 5.1
June 18, 1996
Adeza Biomedical Corporation
1240 Elko Drive
Sunnyvale, California 94089
REGISTRATION STATEMENT ON FORM S-1; FILE NO. 333-03627
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 (File No. 333-
03627) (the "Registration Statement") filed by you, Adeza Biomedical
Corporation, with the Securities and Exchange Commission on May 13, 1996 in
connection with the registration under the Securities Act of 1933, as amended,
of 2,875,000 shares of your Common Stock (the "Shares"). The Shares include an
over-allotment option to purchase 375,000 shares granted to the Underwriters and
are to be sold to the Underwriters by several of your stockholders as described
in said Registration Statement for resale to the public. 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 nonassessable.
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.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation