EXHIBIT 5.1
Published on
EXHIBIT 5.1
Stradling Yocca Carlson & Rauth
Professional Corporation
Attorneys at Law
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
May 24, 2004
Sonus Pharmaceuticals, Inc.
22026 20th Avenue S.E.
Bothell, Washington 98021
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
to be filed by Sonus Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission (as may be amended or
supplemented, the "Registration Statement"), in connection with the registration
under the Securities Act of 1933 of 2,900,000 shares of Common Stock of the
Company, $.001 par value (the "Securities") purchased pursuant to a Securities
Purchase Agreement dated May 7, 2004 between the Company and the purchasers
named therein. The Securities may be sold from time to time for the account of
the selling stockholders set forth in the Registration Statement.
We have examined the proceedings heretofore taken and are familiar with
additional proceedings proposed to taken by you in connection with the
authorization, issuance and sale of the Securities.
Based on the foregoing, and assuming that the full consideration for the
Securities has been received by the Company, it is our opinion that the
Securities, when issued and sold in the manner described in the Registration
Statement, will be legally issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Prospectus which is a part of the Registration Statement.
Very truly yours,
STRADLING YOCCA CARLSON & RAUTH
/s/ Stradling Yocca Carlson & Rauth