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EXHIBIT 5.1
LAW OFFICES OF
PILLSBURY MADISON & SUTRO LLP
LOS ANGELES POST OFFICE BOX 7880 PALO ALTO
NEW YORK SAN FRANCISCO, CALIFORNIA 94120 ORANGE COUNTY
SACRAMENTO TELEPHONE (415) 983-1000 SAN DIEGO
SAN FRANCISCO TELECOPIER (415) 983-1200 HONG KONG
WASHINGTON, D.C. TOKYO
December 22, 2000
Cygnus, Inc.
400 Penobscot Drive
Redwood City, CA 94063-4719
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel for Cygnus, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock, $.001 par value (the "Common
Stock") of the Company, with an aggregate purchase price of up to thirty-three
million dollars ($33,000,000), to be offered and sold by a certain stockholder
of the Company (the "Selling Stockholder"). In this regard we have participated
in the preparation of a Registration Statement on Form S-3 relating to such
shares of Common Stock. (Such Registration Statement, as amended, is herein
referred to as the "Registration Statement.")
We are of the opinion that the shares of Common Stock to be offered
and sold by the Selling Stockholder have been duly authorized and, upon
delivery thereof and payment therefor, will be legally issued and will be
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.
Very truly yours,
PILLSBURY MADISON & SUTRO LLP
