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EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
September 8, 2000
InterMune Pharmaceuticals, Inc.
1710 Gilbreth Street, Suite 301
Palo Alto, CA 94301
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by InterMune Pharmaceuticals, Inc. (the "Company") of a
Registration Statement on Form S-1 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") covering registration for
resale of up to two million (2,000,000) shares of Common Stock (the "Common
Stock").
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Company's Amended and Restated Certificate of
Incorporation and Bylaws, as currently in effect, the resolutions adopted by the
Board of Directors of the Company at a meeting on August 9, 2000 and at a
meeting on August 10, 2000, and the originals or copies certified to our
satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock is validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included on the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
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By: /s/ LAURA A. BEREZIN
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Laura A. Berezin
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