Exhibit 5.1
September 15, 2008
Fluidigm Corporation
7000 Shoreline Court, Suite 100
South San Francisco, CA 94080
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We are acting as counsel to Fluidigm Corporation, a Delaware corporation (the Company), in
connection with the registration of 6,095,000 shares of the Companys Common Stock, par value
$0.001 per share, including 795,000 shares subject to an over-allotment option (collectively, the
Shares), pursuant to a Registration Statement on Form S-1 (Registration No. 333-150227), as
amended (the Registration Statement), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
As counsel for the Company, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary for the purposes of rendering this
opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the originals of all
documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares to be registered for sale by
the Company have been duly authorized by the Company and, when issued, delivered and paid for in
accordance with the terms of the underwriting agreement referred to in the Registration Statement
and in accordance with the resolutions adopted by the Board of Directors of the Company, will be,
validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement, and we
consent to the reference of our name under the caption Legal Matters in the Prospectus forming a
part of the Registration Statement.
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Very truly yours, |
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WILSON SONSINI GOODRICH & ROSATI
Professional Corporation |
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/s/ Wilson Sonsini Goodrich & Rosati, P.C. |