EXHIBIT 5.1
Published on June 20, 2002
EXHIBIT 5.1
June 20, 2002
SCM Microsystems, Inc.
47211 Bayside Parkway
Fremont, CA 94538
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the registration statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about the date hereof (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, of 159,101 shares of common stock, $0.001 par value, to
be sold by certain stockholders listed in the Registration Statement. As your
counsel, we have examined the transactions taken and proposed to be taken in
connection with the sale of such shares by such stockholders in the manner set
forth in the Registration Statement.
Based on the foregoing, it is our opinion that the 159,101 shares of common
stock to be sold by the selling stockholders pursuant to the Registration
Statement are 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 any amendment thereto.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati
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Wilson Sonsini Goodrich & Rosati
Professional Corporation