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EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
August 4, 2000
ViroLogic, Inc.
270 East Grand Avenue
South San Francisco, CA 94080
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by ViroLogic, Inc. (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of 4,231,501 shares of the Company's Common
Stock, $.001 par value (the "Shares"), for issuance pursuant to the Company's
2000 Equity Incentive Plan and its 2000 Employee Stock Purchase Plan (the
"Plans").
In connection with this opinion, we have examined the Registration Statement,
the Plans, the forms of option agreement, the Company's Certificate of
Incorporation and By-laws, as amended, and such other documents, records,
certificates, memoranda and other instruments as we deem necessary as a basis
for this opinion. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof, and the due execution and delivery
of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Registration
Statement, the Plans, the options granted thereunder and the options agreements,
will be validly issued, fully paid, and nonassessable (except as to shares
issued pursuant to certain deferred payment arrangements, which will be fully
paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
/s/ FREDERICK T. MUTO
Frederick T. Muto
