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Exhibit 5.1
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
June 21, 2000
Genelabs Technologies, Inc.
505 Penobscot Drive
Redwood City, California 94063
Ladies and Gentlemen:
This opinion is rendered in connection with the filing by Genelabs
Technologies, Inc., a California corporation (the "Company"), of its
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), with respect to the offer and sale by the Company (the "Offering")
of up to 5,000,000 shares of the Company's common stock, no par value (the
"Shares"). We have acted as special counsel to the Company in connection with
the preparation of the Registration Statement.
In our capacity as such counsel, we are familiar with the proceedings taken
and to be taken by the Company in connection with the authorization, issuance
and sale of the Shares. In addition, we have made such legal and factual
examinations and inquiries, including an examination of originals (or copies
certified or otherwise identified to our satisfaction as being true
reproductions of originals) of such documents, corporate records and other
instruments, and have obtained from officers of the Company and agents thereof
such certificates and other representations and assurances, as we have deemed
necessary or appropriate for the purposes of this opinion.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the legal capacity
of
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natural persons executing such documents and the authenticity and conformity to
original documents of documents submitted to us as certified or photostatic
copies.
We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of California, including statutory and
reported decisional law thereunder, and we express no opinion with respect to
the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of California, any other laws, or as to any matters
of municipal law of the laws of any local agencies within any state.
Subject to the foregoing and the other qualifications set forth herein, it
is our opinion that, as of the date hereof, based on the foregoing and the
proceedings to be taken by the Company as referred to above, the Shares have
been duly authorized, and upon issuance, delivery and payment therefor in the
manner described in the Registration Statement, such Shares will be validly
issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters" of the prospectus included therein, and to the incorporation by
reference of this opinion and consent into a registration statement filed with
the Commission pursuant to Rule 462(b) under the Act relating to the Offering.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom LLP
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