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Attorneys at Law
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San Francisco, California 94105
Mailing Address: P. O. Box 7880
San Francisco, CA 94120-7880
TELEPHONE: (415) 983-1000 FAX: (415) 983-1200
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Exhibit 5.1
July 14, 2000
Matrix Pharmaceuticals, Inc.
34700 Campus Drive
Fremont, California 92121
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel for Matrix Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, of 2,500,000 shares of Common
Stock, par value $0.01 per share (the "Common Stock"), of the Company. In
this regard we have participated in the preparation of a Registration
Statement on Form S-3 relating to such 2,500,000 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 have been duly
authorized and, when issued by the Company in the manner described in the
Registration Statement and in accordance with the resolutions adopted by the
Board of Directors of the Company, will be legally issued, 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,
/s/ PILLSBURY MADISON & SUTRO LLP
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