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EXHIBIT 5.1
August 25, 2000
Gene Logic Inc.
708 Quince Orchard Road
Gaithersburg, Maryland 20878
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Gene Logic Inc. (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 1,500,000 shares of the Company's
Common Stock, $.01 par value, pursuant to its 1997 Equity Incentive Plan and
250,000 shares of the Company's Common Stock, $.01 par value, pursuant to its
Employee Stock Purchase Plan (collectively, the "Shares" and the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Amended and Restated Certificate of Incorporation and
By-laws, as amended and restated, and such other documents, records,
certificates, memoranda and other instruments as we deem necessary as a basis
for this opinion. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof, and the due execution and delivery
of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ KAY CHANDLER
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L. Kay Chandler, Esq.
LKC:cay
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