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EXHIBIT 5.1
[Cooley Godward LLP letterhead]
October 10, 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 two million eight hundred seventy-five thousand (2,875,000) shares of
Common Stock (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 and (ii) assumed that the shares of Common Stock will be sold 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
