OPINION OF WILSON SONSINI GOODRICH & ROSATI
Published on February 26, 1999
EXHIBIT 5.1
February 26, 1999
SCM Microsystems, Inc.
131 Albright Way
Los Gatos, CA 95032
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about February 26, 1999
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 85,571 shares of
your Common Stock reserved for issuance under your Shuttle Technology Group
Unapproved Share Option Scheme (the "Scheme"). As your legal counsel, 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 such Common Stock
under the Plan.
It is our opinion that, when issued and sold in the manner referred to
in the Scheme and pursuant to the agreements which accompany the Scheme, the
Common Stock issued and sold thereby 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, including any Prospectus constituting a part thereof,
and any amendments thereto. This opinion may be incorporated by reference in any
abbreviated registration statement filed pursuant to Item E under the general
instructions to Form S-8 under the Securities Act with respect to the
Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati