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Ater Wynne LLP
222 SW Columbia, Suite 1800
Portland, Oregon 97201
Phone: 503-226-1191
Fax: 503-226-0079
EXHIBIT 5.1
November 15, 2000
Board of Directors
AVI BioPharma, Inc.
One S.W. Columbia Street, Suite 1105
Portland, Oregon 97258
Gentlemen:
In connection with the registration of 250,000 shares of common stock,
.0001 par value (the "Common Stock"), of AVI BioPharma, Inc., an Oregon
corporation (the "Company"), under the Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission on November 15, 2000, and the
proposed offer and sale of the Common Stock pursuant to the terms of the
Company's 2000 Employee Stock Purchase Plan (the "2000 Plan"), we have examined
such corporate records, certificates of public officials and officers of the
Company and other documents as we have considered necessary or proper for the
purpose of this opinion.
Based on the foregoing and having regard to legal issues which we deem
relevant, it is our opinion that the shares of Common Stock to be offered
pursuant to the 2000 Plan, when such shares have been delivered against payment
therefor as contemplated by the 2000 Plan, will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned registration statement.
Very truly yours,
/s/ Ater Wynne LLP
ATER WYNNE LLP
