<PAGE> 1
Exhibit 5.1
[Latham & Watkins Letterhead]
July 26, 2000
Genencor International, Inc.
925 Page Mill Road
Palo Alto, California 94304
Re: Shares of Genencor International, Inc. Common
Stock, Par Value $0.01 per share (File No. 333-36452)
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Ladies and Gentlemen:
In connection with the registration of shares of common stock, par value
$0.01 per share, of Genencor International, Inc., a Delaware corporation (the
"Company"), with a maximum aggregate offering price of up to $150,000,000 (the
"Shares"), under the Securities Act of 1933, as amended (the "Act"), pursuant to
a Registration Statement on Form S-1 filed with the Securities and Exchange
Commission (the "Commission") on May 5, 2000 (File No. 333-36452), as amended by
Amendment No. 1 filed with the Commission on June 26, 2000, by Amendment No. 2
filed with the Commission on June 30, 2000 and by Amendment No. 3 filed with the
Commission on July 21, 2000, as it may be further amended (collectively, the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below.
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the Company
in connection with the authorization, issuance and sale of the Shares, and for
the purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed. In addition, we have examined such
matters of fact and questions of law as we have considered appropriate for
purposes of rendering the opinions expressed below. We have relied upon
certificates of officers of the Company and of public officials with respect to
certain factual matters.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or, in the case of Delaware, any other laws, or
as to any matters of municipal law or the laws of any local agencies within any
state.
Subject to the foregoing, it is our opinion that the Shares have been
duly authorized, and, upon issuance, delivery and payment therefor in the manner
contemplated by the Registration Statement, will be validly issued, fully paid
and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters."
Very truly yours,
/s/ Latham & Watkins
