EXHIBIT 5.1
OPINION OF COOLEY GODWARD LLP
[Cooley Godward LLP Letterhead]
July 18, 2000
Corvas International, Inc.
3030 Science Park Road
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Corvas International, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission, covering the registration of 3,000,000 shares of the Common
Stock, $.001 par value, of the Company (the "Shares"), for issuance pursuant to
the Company's 2000 Equity Incentive Plan (the "Plan") and Employee Stock
Purchase Plan, as amended (the "ESPP").
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Plan, the ESPP, the Company's Certificate of
Incorporation and Bylaws and the originals or copies certified to our
satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Registration
Statement, the ESPP, the Plan and the options granted thereunder, will be
validly issued, fully paid, and nonassessable (except as to shares issued
pursuant to certain deferred payment arrangements, which will be fully paid and
nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ BARBARA L. BORDEN
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Barbara L. Borden
