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Exhibit 5.1
December 22, 2000
EXACT Sciences Corporation
63 Great Road
Maynard, MA 01754
RE: REGISTRATION STATEMENT ON FORM S-1 (NO. 33-48812)
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Ladies and Gentlemen:
We are acting as counsel for EXACT Sciences Corporation, a Delaware
corporation (the "Company"), in connection with the issuance and sale by the
Company of up to 4,600,000 shares (the "Shares") of Common Stock, par value
$0.01 per share, of the Company pursuant to the Company's Registration Statement
on Form S-1 (No. 333-48812) which has been filed with the Securities and
Exchange Commission (the "Registration Statement").
We have examined such documents, records and matters of law as we have
deemed necessary for the purposes of this opinion, and based thereupon we are of
the opinion that the Shares, when issued and paid for in accordance with the
terms described in the Registration Statement, will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm in the Prospects under
the caption "Legal Matters."
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
