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Exhibit 5.1
(Genencor International, Inc. Letterhead)
November 13, 2000
Genencor International, Inc.
925 Page Mill Road
Palo Alto, California 94304
Re: Registration Statement on Form S-8
9,000,000 Shares of Common Stock, par value $0.01 per share
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Ladies and Gentlemen:
I am Senior Vice President, Commercial and Legal Affairs and Secretary
of Genencor International, Inc. (the "Company"), and have examined the Form S-8
Registration Statement (the "Registration Statement") to be filed with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 9,000,000 shares of Common Stock, par
value $0.01 per share (the "Shares") of the Company, issuable pursuant to the
Company's Stock Option and Stock Appreciation Right Plan, as amended (the
"Option Plan").
I am familiar with the proceedings undertaken in connection with the
authorization and issuance of the Shares. Additionally, I have examined such
questions of law and fact as I have considered necessary or appropriate for
purposes of this opinion.
Based upon the foregoing, I am of the opinion that the Shares have been
duly authorized, and upon the issuance of the Shares in accordance with such
authorization, the terms of the Option Plan and relevant agreements duly
authorized by and in accordance with the terms of the Option Plan, such Shares
will be validly issued, fully paid and nonassessable.
I consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Stuart L. Melton
Stuart L. Melton
