<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF GRAY CARY]
4365 Executive Drive, Suite 1600
San Diego, CA 92121-2189
WWW.GRAYCARY.COM
O] 858-677-1400
F] 858-677-1477
December 27, 2000
Invitrogen Corporation, Inc.
1600 Faraday Avenue
Carlsbad, California 92008
Ladies and Gentlemen:
As counsel to Invitrogen Corporation, a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by the Company with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations promulgated
thereunder (the "Rules"), relating to the registration of an aggregate of
1,500,000 shares of common stock par, value $0.01 per share, owned by certain
selling stockholders of the Company (the "Selling Stockholders") named in
Schedule 1 to this opinion (the "Stock").
As such counsel and in connection with the opinion expressed below, we
have examined a copy of the originals, or copies identified to our satisfaction,
of all such corporate records of the Company, certificates of public officials,
officers of the Company and other persons, and such other documents, agreements
and instruments as we have deemed necessary as a basis for the opinion
hereinafter expressed. In our examinations, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as copies, and the authenticity of the originals
of such latter documents.
We are admitted to practice law only in the State of California, and we
express no opinion concerning any law other than the law of the State of
California, the General Corporation Law of the State of Delaware (the "DGCL"),
and the federal law of the United States. We express no opinion with respect to
any questions of choice of law, choice of venue or conflict of laws.
We express no opinion with respect to (i) the availability of equitable
remedies, including specific performance, (ii) the enforceability of
indemnification and contribution provisions, or (iii) the effect of bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally.
Based on the aforementioned examination and review and subject to the
foregoing, we are of the opinion that the shares of Stock have been duly
authorized by the Company, are duly and validly issued and are fully paid and
non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" therein. In giving this consent, we do not thereby agree that we come
within the category of persons whose consent is required by the Act or the
Rules. This opinion is limited to the matters stated herein, and no opinion is
implied or may be inferred beyond the matters expressly stated herein.
Very truly yours,
/s/ GRAY CARY WARE & FREIDENRICH LLP
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SCHEDULE 1
SELLING STOCKHOLDERS
<TABLE>
<CAPTION>
Number of
Shares
Selling Stockholder Registered
------------------- ------------
<S> <C>
Alliance Select Investors Series - Biotechnology Portfolio............................................... 250,000
Cisalpina/Putnam USA Opportunities Fund.................................................................. 21,700
Putnam Funds Trust - Putnam New Century Growth Fund...................................................... 52,450
Putnam Investment Funds - Putnam Worldwide Equity Fund................................................... 1,500
Putnam New Opportunities Fund............................................................................ 855,900
Putnam Variable Trust - Putnam VT New Opportunities Fund................................................. 173,200
Putnam Variable Trust - Putnam VT Voyager Fund II........................................................ 50
Putnam Voyager Fund II................................................................................... 140,200
Putnam World Trust II - Putnam New Opportunities (U.S. Aggressive Growth Equity) Fund.................... 5,000
</TABLE>
