EXHIBIT 5.1
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[PILLSBURY MADISON & SUTRO LLP LETTERHEAD]
October 2, 2000
Incyte Genomics, Inc.
3160 Porter Drive
Palo Alto, CA 94304
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Incyte Genomics, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to 400,000 shares of the Company's Common Stock (the "Shares") issuable
pursuant to the Company's 1997 Employee Stock Purchase Plan, as amended (the
"Plan"), it is our opinion the Shares have been duly authorized and, when issued
and sold in accordance with the Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
