Exhibit 5.1
BOSTON Latham & Watkins NEW YORK
CHICAGO ATTORNEYS AT LAW NORTHERN VIRGINIA
FRANKFURT WWW.LW.COM ORANGE COUNTY
HAMBURG SAN DIEGO
HONG KONG __________ SAN FRANCISCO
LONDON SILICON VALLEY
LOS ANGELES SINGAPORE
MOSCOW TOKYO
NEW JERSEY WASHINGTON, D.C.
August 20, 2001
The Cooper Companies, Inc.
6140 Stoneridge Mall Road, Suite 590
Pleasanton, California 94588
Re: Registration Statement on Form S-8;
700,000 shares of Common Stock, par value $.10 per share
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Ladies and Gentlemen:
In connection with the registration of 700,000 shares of common stock
of The Cooper Companies, Inc. (the "Company"), par value $.10 per share (the
"Shares") and 700,000 rights (the "Rights") to acquire an aggregate of 7,000
shares of the Company's Series A Junior Participating Preferred Stock attached
to the Shares, under the Securities Act of 1933, as amended (the "Act"),
issuable under the Company's 2001 Long Term Incentive Plan (the "Plan"), by the
Company on Form S-8 filed with the Securities and Exchange Commission (the
"Commission") on August 20, 2001 (the "Registration Statement"), you have
requested our opinion with respect to the matters set forth below.
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 for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, we have
made such legal and factual examinations and inquiries, including an examination
of originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
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 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 of Delaware.
Subject to the foregoing, it is our opinion that, as of the date
hereof:
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505 Montgomery Street, Suite I900 San Francisco, California 94III-2562
TELEPHONE: (4I5) 39I-0600 FAX: (4I5) 395-8095
The Cooper Companies, Inc.
August 20, 2001
Page 2
1. The 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 Shares pursuant to the terms of the
Plan, including, without limitation, collection of required payment for the
Shares, the Shares will be validly issued, fully paid and non-assessable.
2. The Rights have been duly authorized for issuance and, assuming
the Shares bear the legend required by the Rights Agreement dated as of October
29, 1997 between the Company and American Stock Transfer & Trust Company, the
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