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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
September 22, 2000
ProCyte Corporation
8511 - 154/th/ Avenue N.E.
Building A
Redmond, Washington 98052-3557
Re: Registration Statement on Form S-8 of Shares of Common Stock,
Par Value $0.01 Per Share, of ProCyte Corporation
Ladies and Gentlemen:
We have acted as counsel to ProCyte 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 the Company is filing with the Securities and Exchange Commission
with respect to up to 650,000 shares of Common Stock, par value $0.01 per share,
which may be issued as follows: (a) up to 450,000 shares under the ProCyte
Corporation 1996 Stock Option Plan and (b) up to 200,000 shares under the
ProCyte Corporation 1998 Nonemployee Director Stock 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 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
