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EXHIBIT 5.1
[LETTERHEAD OF COOLEY GODWARD LLP APPEARS HERE]
June 1, 2000
Dendreon Corporation
3005 First Avenue
Seattle, WA 98121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Dendreon Corporation (the "Company") of a Registration
Statement on Form S-1 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") covering an underwritten public offering
of up to Five Million One Hundred Seventy-Five Thousand (5,175,000) shares of
Common Stock, including six hundred seventy five thousand (675,000) shares of
Common Stock which the underwriters have the option to purchase to cover
over-allotments, (collectively the "Common Stock").
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Amended and
Restated Certificate of Incorporation and Amended and Restated Bylaws, as
currently in effect, 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, (ii) assumed that the Amended and Restated Certificate of
Incorporation as set forth in Exhibit 3.2 of the Registration Statement, shall
have been duly approved and filed with the office of the Delaware Secretary of
State and (iii) that the shares of Common Stock will be sold by the Underwriters
at a price established by the Pricing Committee of the Board of Directors.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold and issued in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid and
non-assessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Sincerely,
COOLEY GODWARD LLP
/s/Julie M. Robinson
Julie M. Robinson
