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Exhibit 5.1
[Letterhead of Dechert Price & Rhoads]
June 12, 2000
Pharmacopeia, Inc.
CN 5350
Princeton, NJ 08543-5340
Ladies and Gentlemen:
We refer to the registration of 1,150,000 shares (the "Shares") of
Common Stock, $0.0001 par value per share, of Pharmacopeia, Inc. (the "Company")
to be offered pursuant to the Pharmacopeia, Inc. 1994 Incentive Stock Plan and
1995 Director Option Plan, each as amended (collectively, the "Plans") in a
registration statement on Form S-8 (the "Registration Statement") to be filed
under the Securities Act of 1933, as amended (the "Act").
In rendering this opinion, we have examined the Plans, copies of the
Registration Statement, copies of the corporate charter and by-laws of the
Company, as amended, copies of certain resolutions of the Board of Directors of
the Company and such other corporate records and documents as we have deemed
necessary in order to enable us to express the opinion set forth below.
Based on the foregoing examination, it is our opinion that, when issued
against receipt of the agreed purchase price therefor pursuant to the exercise
of options granted in accordance with the provisions of the Plans, the Shares
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Dechert Price & Rhoads
