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EXHIBIT 5.1
[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
January 10, 2001
Interleukin Genetics, Inc.
135 Beaver Street, 2nd Floor
Waltham, Massachusetts 02452
Dear Sirs:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement") to be filed on or about January 11, 2001, by Interleukin Genetics,
Inc. (the "Company") under the Securities Act of 1933, as amended, relating to
an aggregate of 677,966 shares (the "Shares") of Common Stock, $.001 par value
("Common Stock"), to be sold by a selling stockholder listed in the Registration
Statement (the "Selling Stockholder"). The Company conducted a private placement
pursuant to which it issued to the Selling Stockholder 542,373 shares of Common
Stock and a warrant to purchase 135,593 shares of Common Stock (the "Warrant").
As counsel for the Company, we have examined such corporate records,
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion the Shares have been duly and
validly authorized, have been legally issued or will be legally issued when
issued in accordance with the terms of the Warrant, and are fully paid and
nonassessable or will be fully paid and nonassessable when issued for the
consideration set forth in the Warrant.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to this firm under the caption "Legal Matters" in
the prospectus contained therein and elsewhere in the Registration Statement and
prospectus. This consent is not to be construed as an admission that we are a
party whose consent is required to be filed with the Registration Statement
under the provisions of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
