[LETTERHEAD OF LATHAM & WATKINS]
August 28, 1996
The Cooper Companies, Inc.
6140 Stoneridge Mall Road
Pleasanton, CA 94588
Re: The Cooper Companies, Inc.
215,000 shares of Common Stock, par value $.10 per share
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Ladies/Gentlemen:
In connection with the registration under the Securities Act
of 1933, as amended, of an aggregate of 215,000 shares of common stock, par
value $.10 per share (the "Common Stock") of The Cooper Companies, Inc. (the
"Company"), and rights (the "Rights") to acquire 645,000 shares of Series A
Junior Participating Preferred Stock of the Company ("Preferred Stock") attached
to said shares, issued and issuable under the 1996 Long Term Incentive Plan for
Non-Employee Directors of The Cooper Companies, Inc. (the "Plan") by the Company
on Form S-8 filed with the Securities and Exchange Commission on August 28, 1996
(the "Registration Statement"), you have requested our opinion with respect to
the matters set forth below. The Company has issued 7,393 shares of Common Stock
of the Company (the "Issued Shares") under the Plan. Rights to acquire 22,179
shares of Preferred Stock are attached to the Issued Shares (the "Issued
Rights"). 207,607 shares of Common Stock of the Company (the "Plan Shares") are
issuable under the Plan and such shares have attached rights to acquire 622,821
shares of Preferred Stock (the "Unissued Rights").
In our capacity as your special counsel in connection with
such registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares and the attached Rights. In addition, we have made such legal and
factual examinations and inquiries as we have deemed necessary or appropriate
for purposes of this opinion.
The Cooper Companies, Inc.
August 28, 1996
Page 2
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
We have been furnished with, and with your consent have relied
upon, certificates of officers of the Company with respect to certain factual
matters.
We are opining herein as to the effect on the subject
transaction only of the General Corporation Law of the State of Delaware, and we
express no opinion with respect to the applicability thereto, or the effect
thereon, of any other laws, or as to any matters of municipal law or the laws of
any other local agencies within the state.
Subject to the foregoing, it is our opinion that, as of the
date hereof:
1. The Issued Shares have been duly authorized and are
validly issued, fully paid and non-assessable.
2. The Plan Shares have been duly authorized, and upon
issuance, delivery and payment therefor in the manner contemplated by the Plan,
and assuming the Company completes all actions and proceedings required on its
part to be taken prior to the issuance and delivery of the Plan Shares pursuant
to the terms of the Plan, including, without limitation, collection of required
payment for the Plan Shares, the Plan Shares will be validly issued, fully paid
and non-assessable.
3. The Issued Rights have been duly authorized and are validly
issued.
4. The Unissued Rights have been duly authorized for issuance
and, upon their issuance in the manner contemplated by the Rights Agreement
dated as of October 29, 1987 between the Company and The First National Bank of
Boston, as amended by Amendment No. 1 to Rights Agreement dated as of June 14,
1993 and Amendment No. 2 to Rights Agreement dated as of January 16, 1995 (as
amended, the "Rights Agreement"), and assuming the Company completes all actions
and proceedings required on its part to be taken prior to the issuance of the
Unissued Rights pursuant to the terms of the Rights Agreement, the Unissued
Rights will be validly issued.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins