EX-5.1 2 a18-13052_1ex5d1.htm EX-5.1

Exhibit 5.1



Carlton Fleming

+1 650 843 5865



May 24, 2018


Omnicell, Inc.

590 East Middlefield Road

Mountain View, CA 94043


Re:                             Registration on Form S-8


Ladies and Gentlemen,


We have acted as counsel to Omnicell, Inc., a Delaware corporation (the “Company”), and you have requested our opinion in connection with the filing of a registration statement on Form S-8 (the “Registration Statement) with the Securities and Exchange Commission covering the offering of 2,700,000 shares of the Company’s Common Stock, par value $0.001 per share, (the “Shares”) pursuant to the Company’s 2009 Equity Incentive Plan (the “Plan”).


In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Plan, (c) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, and (d) such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.  We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof.  As to certain factual matters, we have relied upon a certificate of officers of the Company and have not sought independently to verify such matters.


Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.  We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.


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 Prospectuses, 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).




Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130
t: (650) 843-5000  f: (650) 849-7400  cooley.com



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











/s/ J. Carlton Fleming



J. Carlton Fleming, Partner