EXHIBIT 5.1
[LETTERHEAD OF BROBECK, PHLEGER & HARRISON LLP]
October 19, 2000
Triangle Pharmaceuticals, Inc.
4 University Place
4611 University Drive
Durham, North Carolina 27707
Re: Triangle Pharmaceuticals, Inc. Registration Statement on Form
S-3 for $100,000,000 aggregate amount of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Triangle Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), in connection with the proposed issuance
and sale by the Company of up to $100,000,000 aggregate amount of the Company's
Common Stock (the "Shares") pursuant to the Company's Registration Statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act").
This opinion is being furnished in accordance with the requirements
of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the issuance and sale of the
Shares. Based on such review, we are of the opinion that the Shares have been
duly authorized, and if, as and when issued in accordance with the Registration
Statement and the related prospectus (as amended and supplemented through the
date of issuance) will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above
and we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter
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Triangle Pharmaceuticals, Inc. October 19, 2000
Page 2
may be brought to our attention and which may alter, affect or modify the
opinion expressed herein. Our opinion is expressly limited to the matters set
forth above and we render no opinion, whether by implication or otherwise, as to
any other matters relating to the Company or the Shares.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
