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Exhibit 5.1
[Heller Ehrman White & McAuliffe LLP letterhead]
November 9, 2000
DoubleTwist, Inc.
1999 Harrison Street, Suite 1100
Oakland, California 94612-3576
REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have acted as counsel to DoubleTwist, Inc., a Delaware corporation (the
"Company"), in connection with the Registration Statement on Form S-1
(Registration No. 333-45086) filed with the Securities and Exchange Commission
on September 1, 2000 (as may be further amended or supplemented, the
"Registration Statement") for the purpose of registering under the Securities
Act of 1933, as amended, 5,750,000 shares of its authorized but unissued Common
Stock, par value $.01 per share (the "Shares"). The Shares, which include up to
750,000 shares of the Company's Common Stock issuable pursuant to an
over-allotment option granted to the underwriters, are to be sold pursuant to an
Underwriting Agreement (the "Underwriting Agreement") among the Company and
Lehman Brothers Inc., Dain Rauscher Wessels, Thomas Weisel Partners LLC and
Fidelity Capital Markets, a division of National Financial Services LLC, as
representatives of the several underwriters named in Schedule 1 to the
Underwriting Agreement.
We have assumed the authenticity of all records, documents and instruments
submitted to us as originals, the genuineness of all signatures, the legal
capacity of natural persons and the conformity to the originals of all records,
documents and instruments submitted to us as copies.
In rendering our opinion, we have examined the following records, documents
and instruments:
(a) The Amended and Restated Certificate of Incorporation of the Company,
filed as an exhibit to the Registration Statement and to be filed with
the Delaware Secretary of State in connection with the sale of the
Shares, and certified to us by an officer of the Company as being the
form to be filed with the Delaware Secretary of State in connection with
the sale of the Shares;
(b) The Bylaws of the Company certified to us by an officer of the Company
as being complete and in full force and effect as of the date of this
opinion;
(c) A Certificate of an officer of the Company (i) attaching records
certified to us as constituting all records of proceedings and actions of
the Board of Directors, including any committee thereof, and stockholders
of the Company relating to the Shares and the Registration Statement and
(ii) certifying as to certain factual matters;
(d) The Registration Statement; and
(e) A draft of the Underwriting Agreement to be filed as Exhibit 1.1 to the
Registration Statement.
This opinion is limited to the federal law of the United States of America
and the General Corporation Law of the State of Delaware, and we disclaim any
opinion as to the laws of any other jurisdiction. We further disclaim any
opinion as to any other statute, rule, regulation, ordinance, order or other
promulgation of any other jurisdiction or any regional or local governmental
body or as to any related judicial or administrative opinion.
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DoubleTwist, Inc.
November 9, 2000
Page 2
Based upon the foregoing and our examination of such questions of law as we
have deemed necessary or appropriate for the purpose of this opinion, and
assuming that (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered and sold, (ii) the Underwriting
Agreement signed by the parties thereto conforms in all material respects to the
draft to be filed as Exhibit 1.1 to the Registration Statement, (iii) the Shares
to be sold by the Company are issued, delivered and paid for in accordance with
the terms of the Underwriting Agreement, (iv) appropriate certificates
evidencing the Shares will be executed and delivered by the Company, and
(v) all applicable securities laws are complied with, it is our opinion that,
when issued by the Company, the Shares covered by the Registration Statement
will be legally issued, fully paid and nonassessable.
This opinion is rendered to you in connection with the Registration
Statement and we disclaim any obligation to advise you of any change of law that
occurs, or any facts of which we may become aware, after the date of this
opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Registration Statement.
Very truly yours,
/s/ Heller Ehrman White & McAuliffe
LLP
