<PAGE>
EXHIBIT 5.1
November 9, 2000
GenStar Therapeutics Corporation
10865 Altman Row
San Diego, California 92121
Re: Registration Statement on Form S-3
GenStar Therapeutics Corporation common stock, par value $.001 per share
Ladies and Gentlemen:
We are counsel for GenStar Therapeutics Corporation, a Delaware corporation
(the "Company"), in connection with the preparation of the Registration
Statement on Form S-3 (the "Registration Statement") as to which this opinion is
a part, filed with the Securities and Exchange Commission (the "Commission") on
or about November 9, 2000 for the resale of up to 1,480,500 shares of common
stock, $.001 par value, of the Company by selling shareholders (the "Shares").
In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies of such corporate records and other
documents and have satisfied ourselves as to such other matters as we have
deemed necessary to enable us to express our opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that:
The issued Shares covered by the Registration Statement and registered
on behalf of the Company, when issued in accordance with the terms and
conditions set forth in the Registration Statement, will be duly
authorized, validly issued, fully paid and nonassessable. The Shares to be
issued upon the conversion of certain warrants, as covered by the
Registration Statement and registered on behalf of the Company, when issued
in accordance with the terms and conditions set forth in the Registration
Statement, will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus included in the Registration Statement.
Very truly yours,
LUCE, FORWARD, HAMILTON & SCRIPPS LLP
