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EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
August 29, 2000
Epimmune Inc.
5820 Nancy Ridge Drive
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Epimmune Inc., a Delaware corporation (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to 700,000 shares
of the Company's Common Stock (the "Shares") for issuance pursuant to its 2000
Stock Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, the 2000 Stock Plan, the Company's Certificate of
Incorporation and Bylaws, as amended, and such other documents, records,
certificates, memoranda and other instruments as we deem necessary as a basis
for this opinion. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof, and the due execution and delivery
of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Registration
Statement, the Plan and the options granted thereunder, will be validly issued,
fully paid, and nonassessable (except as to shares that may be issued pursuant
to certain deferred payment arrangements, if any, which will be fully paid and
nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Coordinator Very truly yours,
COOLEY GODWARD LLP
By: /s/ FREDERICK T. MUTO
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Frederick T. Muto
