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EXHIBIT 5.1
July 18, 2000
Illumina, Inc.
9390 Towne Centre Drive, Suite 200
San Diego, CA 92121
Re: Registration on Form S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed by you with
the Securities and Exchange Commission on April 3, 2000 (Registration No. 333-
33922), as amended (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of up to 5,750,000
shares of your Common Stock, $0.01 par value per share (the "Shares"). The
Shares include an over-allotment option granted to the underwriters of the
offering to purchase up to 750,000 shares. We understand that the Shares are to
be sold to the underwriters of the offering for resale to the public as
described in the Registration Statement. As your legal counsel, we have examined
the proceedings taken, and are familiar with the proceedings proposed to be
taken, by you in connection with the sale and issuance of the Shares to be sold
by you. It is our opinion that upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, including the proceedings being taken in order to permit such
transaction to be carried out in accordance with applicable state securities
laws, the Shares, when issued and sold in the manner described in the
Registration Statement, will be legally issued, fully paid and non-assessable.
We are members of the Bar of the State of California only and express no opinion
as to any matter relating to the laws of any jurisdiction other than the laws of
the State of California, the Delaware General Corporation Law and the federal
laws of the United States. Without limiting the foregoing, we express no opinion
as to the securities laws of the State of Delaware. We consent to the use of
this opinion as an exhibit to the Registration Statement and further consent to
the use of our name wherever appearing in the Registration Statement, including
the Prospectus constituting a part thereof, and any amendments thereto.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati
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Wilson Sonsini Goodrich & Rosati
