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EXHIBIT 5.1
[BROBECK PHLEGER & HARRISON LLP
LETTERHEAD]
12390 EL CAMINO REAL
SAN DIEGO
TELEPHONE: (858) 720-2500 CA 92130
FACSIMILE: (858) 720-2555 www.brobeck.com
July 21, 2000
Discovery Partners International, Inc.
9640 Towne Centre Drive
San Diego, CA 92121
Re: Discovery Partners International, Inc. Registration
Statement on Form S-1 for 5,750,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Discovery Partners International,
Inc., a Delaware corporation (the "Company"), in connection with the proposed
issuance and sale by the Company of up to 5,750,000 shares of the Company's
Common Stock (the "Shares"), including 750,000 Shares which the underwriters
have the option to purchase from the Company to cover overallotments, if any,
pursuant to the Company's Registration Statement on Form S-1 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act").
This opinion is being furnished in accordance with the
requirements of Item 16(a) of Form S-1 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 issuance and
sale of the Shares. Based on such review, we are of the opinion that the Shares
have been duly authorized, and if, as and when issued in accordance with the
Registration Statement and the related prospectus (as amended and supplemented
through the date of issuance) will be legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
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Discovery Partners International, Inc.
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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 or the Shares.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
/s/ Brobeck, Phleger & Harrison LLP
