EXHIBIT 5.1
Published on
EXHIBIT 5.1
March 8, 2001
Sonus Pharmaceuticals, Inc.
22026 20th Avenue S.E.
Bothell, Washington 98021
Re: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by Sonus Pharmaceuticals,
Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of an additional 484,141 shares of the Company's common stock, $.001
par value ("Common Stock"), issuable under the Company's 2000 Stock Incentive
Plan and 401(k) Profit Sharing Plan and Trust (the "Plans").
We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization, issuance and sale of the securities referred to above.
Based on the foregoing, it is our opinion that the 484,141 shares of
Common Stock to be issued under the Plans against full payment in accordance
with the respective terms and conditions of the Plans will be legally and
validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ STRADLING, YOCCA, CARLSON & RAUTH
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STRADLING, YOCCA, CARLSON & RAUTH