EXHIBIT 5.1
[LOGO OF WILSON SONSINI GOODRICH & ROSATI]
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050 JOHN ARNOT WILSON
TELEPHONE 415-493-9300 FACSIMILE 415-493-6811 RETIRED
WWW.WSGR.COM
March 20, 1997
CompuRAD, Inc.
1350 North Kolb Road
Tucson, AZ 85715
Re: REGISTRATION STATEMENT ON FORM S-8 AND S-3
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Ladies and Gentlemen:
We have examined (i) the Registration Statement on Form S-8 and S-3 (the
"Registration Statement") to be filed by CompuRAD, Inc., a Delaware corporation
(the "Company" or "you"), with the Securities and Exchange Commission on or
about March 21, 1997 in connection with the registration under the Securities
Act of 1933, as amended (the "Act"), of an aggregate of: (A) 167,310 shares of
your Common Stock, (the "Common Stock"), reserved for issuance under options
granted pursuant to the Company's Stock Option Plan (the "Option Plan"), (B)
400,000 shares of Common Stock reserved for issuance under the Company's 1996
Stock Plan (the "1996 Plan"), (C) 100,000 shares of Common Stock reserved for
issuance under the Company's 1996 Employee Stock Purchase Plan (the"Purchase
Plan"), (D) 712,500 shares of Common Stock (the "Issued Shares") previously
issued under various agreements, (all such shares of Common Stock being
hereinafter referred to as the "Shares"), and (ii) the Prospectuses to be dated
on or about March 21, 1997 that relate to the Option Plan, the 1996 Plan, the
Purchase Plan, and the Issued Shares and to such Registration Statement pursuant
to Rule 428(a)(1) promulgated under the Act (the "Prospectuses"). As your legal
counsel, we have reviewed the actions proposed to be taken by you in connection
with the proposed sale and issuance of the Shares by the Company under the
Option Plan, the 1996 Plan, Purchase Plan, and the proceedings taken and
prepared to be taken in connection with the resale of the Issued Shares.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken, by you prior to the issuance of
the Shares pursuant to the Registration Statement, the Prospectuses and the
Option Plan, 1996 Plan, Purchase Plan, and Issued Shares, the Shares 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, the Prospectuses and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI