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EXHIBIT 5.1
June 28, 2000
Genus, Inc.
1139 Karlstad Drive
Sunnyvale, CA 94086
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Genus, Inc., a California corporation (the
"Registrant" or "you"), with the Securities and Exchange Commission on or about
June 28, 2000, in connection with the registration under the Securities Act of
1933, as amended, of shares of your Common Stock, no par value (the "Shares"),
reserved for issuance pursuant to the 2000 Stock Plan and the 1989 Employee
Stock Purchase Plan, as amended (the "Plans"). As your legal counsel in
connection with this transaction, we have reviewed the proceedings taken by you
in connection with the issuance and sale of the Shares pursuant to the Plans.
It is our opinion that, when issued and sold in the manner described in the
Plans and pursuant to the agreements that accompany each grant under the Plans,
the Shares will be legally and validly issued, fully-paid and non-assessable.
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 and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
