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EXHIBIT 5.1
June 6 , 2000
Allos Therapeutics, Inc.
7000 North Broadway
Suite 400
Denver, Colorado 80221
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Allos Therapeutics, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 2,583,183 shares of the
Company's Common Stock, $.001 par value (the "Shares"), pursuant to its 2000
Stock Incentive Compensation Plan and 1995 Stock Option Plan (the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your 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 Plans, the
Registration Statement and related Prospectus, 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.
Sincerely,
Cooley Godward LLP
By: /s/ Steven E. Segal
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Steven Segal
