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[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
EXHIBIT 5.1
July 18, 2000
Pain Therapeutics, Inc.
250 East Grand Avenue, Suite 70
South San Francisco, CA 94080
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about July 18, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of the 1998 Stock Plan (as to 3,341,821
shares) and of the 2000 Employee Stock Purchase Plan (as to 500,000 shares)
(collectively, the "Plans" and the "Shares" as appropriate). As legal counsel
for Pain Therapeutics, Inc., we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
issuance and sale of the Shares pursuant to the Plans.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plans and pursuant to the agreement that accompanies each grant
under the Plans, will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
