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EXHIBIT 5.1
PALMER & DODGE LLP
ONE BEACON STREET, BOSTON, MA 02108-3190
TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420
December 20, 2000
Genaissance Pharmaceuticals, Inc.
Five Science Park
New Haven, Connecticut 06511
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 250,000 shares of Common Stock, $0.001 par value per
share (the "Shares"), of Genaissance Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), issuable under the Company's Employee Stock
Purchase Plan 2000 (the "Plan").
It is our opinion that the Shares have been duly authorized for
issuance and, when issued in accordance with the terms of the Plan, will be
legally issued, fully paid and nonassessable.
We hereby consent to the use of our name in the Registration Statement
and consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ PALMER & DODGE LLP
