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Exhibit 5.1
[GRAY CARY WARE & FREIDENRICH LLP LETTERHEAD]
August 14, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: INVITROGEN CORPORATION REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration Statement
on Form S-4 (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission) under the Securities Act of 1933, as
amended, for the registration of up to 24,462,916 shares of Common Stock, par
value $.01 per share (the "Shares"), of Invitrogen Corporation (the
"Company").
We have acted as counsel for the Company in connection with the issuance of
the Shares pursuant to the Agreement and Plan of Merger dated as of July 7,
2000, between the Company and Life Technologies, Inc. and the Agreement and
Plan of Merger dated as of July 7, 2000, between the Company and Dexter
Corporation (collectively, the "Merger Agreements"). We have examined
signed copies of the Registration Statement and the exhibits thereto
(including, but not limited to, the Merger Agreement), all as filed with the
Commission. In such examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
conformed or photostatic copies. We have also examined such corporate
records, certificates and other documents and have made such other factual
and legal investigations as we have deemed relevant and necessary as the
basis for the opinions hereinafter expressed.
Based upon the foregoing, we are of the opinion that the Shares to be issued
pursuant to the Merger Agreements are duly authorized by the Company and, when
issued in accordance with the terms of the Merger Agreements, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever it appears in the
Registration Statement, as originally filed or as amended or supplemented.
This opinion is to be used only in connection with the issuance of the
Shares while the Registration Statement is in effect.
Respectfully submitted,
GRAY CARY WARE & FREIDENRICH LLP
