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EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
P.O. BOX 7880
SAN FRANCISCO, CA 94120
Tel: (415) 983-1000 Fax: (415) 983-1200
July 24, 2000
Deltagen, Inc.
1003 Hamilton Avenue
Menlo Park, California 94025
Re: Registration Statement on Form S-1 (Registration No. 333-34668)
Ladies and Gentlemen:
We are acting as counsel for Deltagen, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, of 7,000,000 shares of Common Stock, par value $.001 per share
(the "Common Stock"), of the Company (and 1,050,000 shares subject to the
underwriters' over-allotment option) to be offered and sold by the Company. In
this regard we have participated in the preparation of a Registration Statement
on Form S-1 relating to such 7,000,000 shares of Common Stock. Such Registration
Statement, as amended, and including any registration statement related thereto
and filed pursuant to Rule 462(b) under the Securities Act (a "Rule 462(b)
registration statement") is herein referred to as the "Registration Statement."
We are of the opinion that the shares of Common Stock to be offered and sold
by the Company, including any shares of Common Stock registered pursuant to a
Rule 462(b) registration statement, have been duly authorized and, when issued
and sold by the Company in the manner described in the Registration Statement
and in accordance with the resolutions adopted by the Board of Directors of the
Company, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.
Very truly yours,
PILLSBURY MADISON & SUTRO LLP
