OPINION RE LEGALITY
December 4, 2000
Adolor Corporation
620 Pennsylvania Drive
Exton, Pennsylvania 19341
Re: 2,440,015 Shares of Common Stock,
Par Value $.0001 Per Share, of Adolor Corporation
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Gentlemen and Ladies:
We have acted as counsel to Adolor Corporation, a Delaware corporation (the
"Company), in connection with the issuance by the Company of an aggregate of
2,440,015 shares (the "Shares") of the Company's Common Stock, par value $.0001
per share ("Common Stock"), pursuant to a Registration Statement on Form S-8
(the "Registration Statement") filed today with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the Adolor Corporation Amended and Restated 1994 Equity Compensation
Plan (the "Plan").
We have participated in the preparation of the Registration Statement and
examined such corporate records and documents and matters of law as we have
considered appropriate to render this opinion.
Based upon the foregoing, it is our opinion that:
(1) the Shares have been duly and validly authorized by the Company; and
(2) upon exercise of stock options and issuance of the Shares underlying
such stock options, in accordance with the terms of the Plan, and delivery of
such Shares to the purchasers thereof against payment of the exercise price
therefor, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or under the rules and regulations promulgated by the Securities
and Exchange Commission.
Very truly yours,
DECHERT
