EX-5.1 2 ex5_1.htm EXHIBIT 5.1

Exhibit 5.1
 
[Cooley Letterhead]
 
November 17, 2016

Abaxis, Inc.
3240 Whipple Road
Union City, California  94587

Ladies and Gentlemen:
 
You have requested our opinion with respect to certain matters in connection with the filing by Abaxis, Inc. (the “Company”) of a Registration Statement on Form S‑8 (the “Registration Statement”) with the U.S. Securities and Exchange Commission covering the offering of up to 900,000 shares of the Company’s Common Stock, without par value (the “Shares”), pursuant to its 2014 Equity Incentive Plan, as amended (the “Plan”).

In connection with this opinion, we have examined the Amended Plan, the Registration Statement and related prospectus, the Company’s Amended and Restated Articles of Incorporation, as amended, and Amended and Restated By-laws, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion herein is expressed solely with respect to the federal laws of the United States and the laws of the State of California. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, and the Registration Statement and related prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,
 
   
Cooley llp
 
 
By:
 
/s/ Jodie M. Bourdet
 
   
Jodie M. Bourdet