<PAGE>
Exhibit 5.1
August 29, 2000
Telik, Inc.
750 Gateway Boulevard
South San Francisco, CA 94080
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Telik, 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 4,888,828 shares of the Company's
Common Stock, par value $0.01 per share, (the "Shares") pursuant to its 2000
Equity Incentive Plan, 2000 Employee Stock Purchase Plan, 2000 Non-Employee
Directors' Stock Option Plan, 1996 Stock Option Plan, 1988 Stock Option Plan and
certain non-plan stock option agreements (collectively, the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and Bylaws, 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 and the
non-plan stock option agreements, as applicable, the Registration Statement and
related Prospectuses, 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.
Very truly yours,
Cooley Godward LLP
By: /s/ Deborah A. Marshall
-----------------------
Deborah A. Marshall
