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EXHIBIT 5
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
June 29, 2000
GelTex Pharmaceuticals, Inc.
153 Second Avenue
Waltham, MA 02451
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by GelTex Pharmaceuticals, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), on or about the date
hereof. The Registration Statement relates to 40,000 shares (the "Director Plan
Shares") of the Company's Common Stock, $0.01 par value, offered pursuant to the
provisions of the Company's 1995 Director Stock Option Plan (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization of the issuance and sale of the
Director Plan Shares. We have examined all such documents as we consider
necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that when issued in
accordance with the terms of the Plan, the Director Plan Shares will be duly
authorized, validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement.
Very truly yours,
/s/ Palmer & Dodge LLP
PALMER & DODGE LLP
