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EXHIBIT 5.1
June 29, 2000
Caliper Technologies Corp.
605 Fairchild Drive
Mountain View, Ca 94043-2234
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Caliper Technologies Corp. (the "Registrant") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to 1,624,521
shares of the Registrant's Common Stock, $0.001 par value, (the "Shares")
pursuant to its 1999 Equity Incentive Plan, 1999 Employee Stock Purchase Plan
and 1999 Non-Employee Directors' Stock Option Plan (the "Plans").
In connection with this opinion, we have examined the Registration Statement,
the Plans, your Amended and Restated Certificate of Incorporation and Bylaws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. 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 Plans and the
Registration Statement, will be validly issued, fully paid, and nonassessable
(except as to shares issued pursuant to certain deferred payment arrangements,
which will be fully paid and nonassessable when such deferred payments are made
in full).
We consent to the filing of this opinion as an exhibit to the S-8 Registration
Statement.
Yours very truly,
Cooley Godward LLP
/s/ Brett D. White
Brett D. White
