<PAGE> 1
EXHIBIT 5.1
[PALMER & DODGE LLP LETTERHEAD]
TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420
November 15, 2000
ArQule, Inc.
19 Presidential Way
Woburn, Massachusetts 01801
We are rendering this opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by ArQule, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, on or about the date hereof. The Registration Statement
relates to up to 483,000 shares of the Company's Common Stock, $0.01 par value
per share (the "Shares"). We understand that the Shares are to be offered and
sold in the manner described in the Registration Statement.
We have acted as your counsel in connection with the preparation of the
Registration Statement. We are familiar with the proceedings of the Board of
Directors in connection with the authorization, issuance and sale of the Shares
(the "Resolutions"). We have examined such other documents as we consider
necessary to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when issued and delivered by the Company against
payment therefor at the price to be determined pursuant to the Resolutions, will
be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to Delaware General Corporation Law
and the federal laws of the United States.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus filed as part thereof.
Very truly yours,
/s/ Palmer & Dodge LLP
PALMER & DODGE LLP
6
