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EXHIBIT 5.1
PERKINS COIE LLP
1201 Third Avenue, Suite 4800, Seattle, Washington 98101-3099
telephone: 206 583-8888 facsimile: 206 583-8500
August 17, 2000
Synthetech, Inc.
1290 Industrial Way
P.O. Box 646
Albany, Oregon 97321
Re: Registration Statement on Form S-8 of Shares of Common Stock,
Par Value $0.001 Per Share, of Synthetech, Inc.
Ladies and Gentlemen:
We have acted as counsel to Synthetech, Inc. (the "Company") in
connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"), which the Company is filing with the
Securities and Exchange Commission with respect to up to 700,000
shares of Common Stock, par value $0.001 per share, which may be
issued as follows: (a) up to 500,000 shares under the Company's 2000
Stock Incentive Plan and (b) up to 200,000 shares under the Company's
2000 Employee Stock Purchase Plan (collectively, the "Plans").
We have examined the Registration Statement and such documents
and records of the Company and other documents as we have deemed
relevant and necessary for the purpose of this opinion. In giving
this opinion, we are assuming the authenticity of all instruments
presented to us as originals, the conformity with originals of all
instruments presented to us as copies and the genuineness of all
signatures.
Based on and subject to the foregoing, we are of the opinion that
any shares that may be issued under the Plans have been duly
authorized and that, upon the due execution by the Company and the
registration by its registrar of such shares, the issuance thereof by
the Company in accordance with the terms of the Plans and the receipt
of consideration therefor in accordance with the terms of the Plans,
such shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not admit
that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
/s/ Perkins Coie LLP
