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EXHIBIT 5.1
OPINION AND CONSENT OF
BARBARA G. McCLUNG, ESQ.
[Cygnus, Inc. letterhead]
September 19, 2000
Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am General Counsel of Cygnus, Inc., a Delaware corporation (the
"Company"). This opinion is being delivered to you in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of the
shares of the Company's Common Stock, par value $0.01 per share (the "Common
Stock"), issuable under the Cygnus, Inc. Amended 1991 Employee Stock Purchase
Plan and Amended 1999 Stock Incentive Plan (the "Plans"). I am a member of
the California and Delaware State Bars.
I am generally familiar with the properties and affairs of the Company
(including the Plans). I have also examined those records of the Company I
deemed necessary for the purpose of this opinion. On that basis, I am of
the opinion that the 2,700,000 shares of Common Stock of the Company, when
issued pursuant to the terms of the Plans, will be validly issued, fully paid
and nonassessable shares of the Company's Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the Plan.
Very truly yours,
/s/ Barbara G. McClung
Barbara G. McClung
Senior Vice President and General Counsel
