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EXHIBIT 5.1
PERKINS COIE LLP
A LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
1201 THIRD AVENUE, SUITE 4800, SEATTLE, WASHINGTON 98101-3099
TELEPHONE: 206 583-8888 FACSIMILE: 206 583-8500
July 17, 2000
NeoRx Corporation
410 West Harrison Street
Seattle, Washington 98119
Re: Registration Statement on Form S-8 of Shares of Common Stock,
Par Value $0.02 Per Share, of NeoRx Corporation
Ladies and Gentlemen:
We have acted as counsel to NeoRx Corporation (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 you are filing with the Securities and Exchange Commission with
respect to up to 500,000 shares of Common Stock, par value $0.02 per share,
which may be issued under the NeoRx Corporation Restated 1994 Stock Option Plan.
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
original issuance shares that may be issued under the plan 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 plan and the receipt of consideration therefor
in accordance with the terms of the plan, 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
