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EXHIBIT 5.1
November 22, 2000
Aurora Biosciences Corporation
11010 Torreyana Road
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Aurora Biosciences Corporation (the "Company") of
a Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission, covering the offering of up to 4,354 shares
of the Company's Common Stock, $.001 par value (the "Shares"), issuable upon the
exercise of outstanding options granted to certain employees and consultants of
Quorum Sciences, Inc., a Delaware corporation ("Quorum"). Such options were
assumed by the Company in connection with the Agreement and Plan of Merger and
Reorganization dated as of October 2, 2000 (the "Merger Agreement"), by and
among the Company, Aurora Merger Sub, Inc., Quorum, and the stockholders of
Quorum.
In connection with this opinion, we have examined and relied upon the
Registration Statement and related prospectus, the option agreements between
Quorum and the employee or consultant, the Merger Agreement, the Company's
Certificate of Incorporation and Bylaws, as amended, and the originals or copies
certified to our satisfaction of such records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with the assumed
non-plan option agreements, the Registration Statement and related prospectus,
will be validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ Thomas A. Coll
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Thomas A. Coll
