OPINION OF LATHAM & WATKINS

EXHIBIT 5.1


boston Latham & Watkins new york
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September 28, 2001

FILE NO. 023596-0009

ResMed Inc.
14040 Danielson Street
Poway, CA 92064

Re: ResMed, Inc.; Registration Statement on
Form S-3 (Registration No. 333-_______)

Ladies and Gentlemen:

In connection with the registration by ResMed Inc. (the "Company") of (i)
$180,000,000 aggregate principal amount of 4% Convertible Notes due 2006 (the
"Securities") issued pursuant to an Indenture (the "Indenture") dated June 20,
2001 between the Company and American Stock Transfer & Trust Company (the
"Trustee") and (ii) such indeterminate number of shares of common stock, par
value $.004 per share, of the Company, issuable upon the conversion of the
Securities (the "Conversion Shares") on Form S-3 filed with the Securities and
Exchange Commission on September 28, 2001 (the "Registration Statement"), you
have requested our opinion with respect to the matters set forth below.

In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken by the Company in
connection with the authorization, issuance and sale of the Securities. In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of 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
to authentic original documents of all documents submitted to us as copies. We
have been furnished with, and with your consent have relied upon, certificates
of officers of the Company with respect to certain factual matters.

We are opining herein as to the effect on the subject transaction only of
the internal laws of the State of New York and the General Corporation Law of
the State of Delaware, and we express no opinion with respect to the
applicability thereto, or the effect


ResMed Inc.
September 28, 2001
Page 2

thereon, of the laws of any other jurisdiction or as to any matters of municipal
law or the laws of any local agencies within any state.

Subject to the foregoing and other qualifications set forth herein, it is
our opinion that, as of the date hereof:

1. The Securities have been duly authorized by all necessary corporate
action of the Company and constitute legally valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms.

2. The Conversion Shares issuable as of the date hereof upon conversion of
the Securities have been duly authorized, and when issued upon conversion of the
Securities in accordance with the terms of the Indenture, will be validly
issued, fully paid and nonasessable.

The opinions rendered in paragraph 1 relating to the enforceability of the
Securities are subject to the following exceptions, limitations and
qualifications: (i) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors; (ii) the effect of general
principles of equity, whether enforcement is considered in a proceeding in
equity or law, and the discretion of the court before which any proceeding
therefor may be brought; (iii) the unenforceability under certain circumstances
under law or court decisions of provisions providing for the indemnification of
or contribution to a party with respect to a liability where such
indemnification or contribution is contrary to public policy and (iv) we express
no opinion concerning the enforceability of the waiver of rights or defenses
contained in Section 6.12 of the Indenture.

We have not been requested to express, and with your knowledge and consent,
do not render any opinion as to the applicability to the obligations of the
Company under the Indenture and the Securities under the Indenture of Section
548 of the United States Bankruptcy Code or applicable state law (including,
without limitation, Article 10 of the New York Debtor and Creditor Law) relating
to fraudulent transfers and obligations.

To the extent that the obligations of the Company under the Indenture may
be dependent upon such matters, we assume for purposes of this opinion that the
Trustee is duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; that the Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes the
legally valid, binding and enforceable obligation of the Trustee enforceable


ResMed Inc.
September 28, 2001
Page 3

against the Trustee in accordance with its terms; that the Trustee is in
compliance, generally and with respect to acting as a trustee under the
Indenture, with all applicable laws and regulations; and that the Trustee has
the requisite organizational and legal power and authority to perform its
obligations under the Indenture.

We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters".

Very truly yours,

/s/ Latham & Watkins