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EXHIBIT 5.1
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
August 28, 2000
Discovery Partners International, Inc.
9640 Towne Centre Drive
San Diego, California 92121
Re: Discovery Partners International, Inc.- Registration
Statement on Form S-8
Dear Ladies and Gentlemen:
We have acted as counsel to Discovery Partners International, Inc., a
Delaware Corporation (the "Company"), in connection with the registration on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, of (i) 3,300,000 shares of Common Stock under the Company's 2000 Stock
Incentive Plan (the "Incentive Plan"), and (ii) 250,000 shares of Common Stock
under the Company's Employee Stock Purchase Plan (the "Purchase Plan"). All of
such shares are collectively referred to herein as the "Shares".
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment of the
Incentive Plan and the Purchase Plan. Based on such review, we are of the
opinion that, if, as and when the Shares have been issued and sold (and the
consideration therefor received) pursuant to the provisions of option agreements
or issuance agreements duly authorized under the Incentive Plan or in accordance
with the stock purchase agreements under the Purchase Plan, and in accordance
with the Registration Statement, such Shares will be duly authorized, legally
issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Incentive Plan, the Purchase Plan, or the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
