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Exhibit 5.1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
September 11, 2000
Third Wave Technologies, Inc.
502 South Rosa Road
Madison, WI 53719-1256
Re: Registration Statement 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 (the "Commission") on July 31, 2000 (as
such may be further amended or supplemented, the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of up to 9,775,000 shares of your Common Stock (the "Shares"). The
Shares, which include up to 1,275,000 shares of Common Stock issuable pursuant
to an over-allotment option granted to the underwriters (the "Underwriters"),
are to be sold to the Underwriters as described in such Registration Statement
for sale to the public. As your counsel in connection with this transaction, we
have examined the proceedings proposed to be taken by you in connection with the
issuance and sale of the Shares.
Based on the foregoing, it is our opinion that, upon conclusion of the
proceedings being taken or contemplated by us, as your counsel, to be taken
prior to the issuance of the Shares and upon completion of the proceedings taken
in order to permit such transactions to be carried out in accordance with the
securities laws of various states where required, the Shares, when issued and
sold in the manner described in the Registration Statement, will be legally and
validly issued, fully paid and nonassessable.
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,
which has been approved by us, as such may be further amended or supplemented,
or incorporated by reference in any Registration Statement relating to the
prospectus filed pursuant to Rule 462(b) of the Act.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
