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EXHIBIT 5.1
August ___, 2000
Rosetta Inpharmatics, Inc.
12040 115th Avenue N.E.
Kirkland, WA 98034
Registration Statement of Form S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") filed by you with the Securities and Exchange Commission (the
"Commission") on August ___, 2000 in connection with the registration under the
Securities Act of 1933, as amended, of a total of 23,795,817 shares of your
Common Stock (the "Shares") reserved for issuance under the 1997 Stock Plan, the
2000 Stock Plan, the 2000 Directors' Stock Option Plan and the 2000 Employee
Stock Purchase Plan. As your counsel in connection with this transaction, we
have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale and issuance of the
Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement 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, including the Prospectus constituting a part thereof, and in any
amendment thereto.
Very truly your,
VENTURE LAW GROUP
A Professional Corporation
/s/ Mark J. Handfelt
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Mark J. Handfelt
