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Exhibit 5.1
[COOLEY GODWARD LLP LETTERHEAD]
September 29, 2000
Genomica Corporation
1745 38th Street
Boulder, Colorado 80301
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Genomica Corporation, a Delaware corporation (the "Company"),
of a Registration Statement on Form S-1 (the "Registration Statement") with the
Securities and Exchange Commission pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended, and the underwritten public offering of up
to 506,000 shares of the Company's Common Stock (the "Shares"), including
66,000 shares for which the underwriters have been granted an over-allotment
option.
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement, and (ii) reviewed the Company's Certificate of
Incorporation and Bylaws, as currently in effect and as proposed to be amended
prior to the closing of the offering, and the originals or copies certified to
our satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment were necessary or appropriate to enable us to
render the opinion expressed below.
On the basis of the foregoing and in reliance thereon, we are of the opinion
that the Shares, when issued and paid for in accordance with the underwriting
agreement filed as an exhibit to the Company's Registration Statement on Form S-
1 (Registration No. 333-32472), will be validly issued, fully paid and
nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Registration Statement and to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Cooley Godward llp
By: /s/ James C. T. Linfield
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James C. T. Linfield
