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EXHIBIT 5.1
April 2,
2009
Board of
Directors
PATRIOT
SCIENTIFIC CORPORATION
6183
Paseo Del Norte, Suite 180
Carlsbad,
California 92011
Re: Registration Statement on
Form S-8
2006 Stock Option Plan as
amended and restated
Ladies
and Gentlemen:
We have
acted as your counsel in the preparation of a Registration Statement on Form S-8
(the “Registration Statement”) to be filed with the Securities and Exchange
Commission to register 3,000,000 shares of common stock, $.00001 par value per
share (the “Common Stock”), of Patriot Scientific Corporation, a Delaware
corporation (the “Company”), to be issued pursuant to the Company's 2006 Stock
Option Plan as amended and restated (the “Plan”).
For
purposes of rendering this opinion, we have made such legal and factual
examinations as we have deemed necessary under the circumstances and, as part of
such examination, we have examined, among other things, originals and copies,
certified or otherwise, identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate. For the purposes of such examination, we have assumed
the genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us.
On the
basis of and in reliance upon the foregoing examination and assumptions, we are
of the opinion that, assuming the Registration Statement shall have become
effective pursuant to the provisions of the Securities Act of 1933, as amended,
the shares of Common Stock being offered under the Plan, when issued in
accordance with the Registration Statement and the Plan, will be validly issued,
fully paid and nonassessable.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very
truly yours,
/s/
Luce, Forward, Hamilton & Scripps LLP
Luce,
Forward, Hamilton & Scripps LLP