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Exhibit 5.1
[SMITH, STRATTON, WISE, HEHER & BRENNAN LETTERHEAD]
July 13, 2000
deCODE genetics, Inc.
Lynghalsi 1
Reykjavik, Iceland
Ladies and Gentlemen:
We have acted as counsel to deCODE genetics, Inc., a Delaware
corporation, (the "Company") in connection with the filing by the Company of a
Registration Statement on Form S-1 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), relating to the offer and sale
of shares of the Company's Common Stock, $.001 par value, (the "Common Stock").
The Registration Statement relates to the offering of 8,000,000 shares of Common
Stock to be purchased from the Company by the underwriters named in the
Registration Statement, and up to 1,200,000 shares of Common Stock which may be
purchased from the Company by such underwriters if they exercise the option
granted to them by the Company to purchase such shares to cover over-allotments
(collectively with the 8,000,000 shares to be purchased by the underwriters, the
"Shares").
In connection with the Registration Statement, we have examined such
corporate records, other documents, and questions of law as we have considered
necessary or appropriate for the purposes of this opinion. Subject to the
foregoing and on the basis of such examinations, we are of the opinion that the
Shares, when issued, sold and delivered in the manner contemplated by, and in
accordance with, the Registration Statement and the underwriting agreement (the
"Underwriting Agreement") filed as an exhibit to the Registration Statement and
upon receipt by the Company of payment therefor as provided in the Underwriting
Agreement, will be legally issued, fully paid and nonassessable.
We 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 contained therein and
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[SMITH, STRATTON, WISE, HEHER & BRENNAN LETTERHEAD]
deCODE genetics, Inc.
July 13, 2000
Page 2
elsewhere in the Registration Statement and Prospectus. By filing this consent
we do not admit that we come within the categories of persons whose consent is
required under Section 7 or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ Smith, Stratton, Wise,
Heher & Brennan
Smith, Stratton, Wise,
Heher & Brennan
