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Exhibit 5.1
June 16, 2000
Matrix Pharmaceutical, Inc.
34700 Campus Drive
Fremont, CA 94555
Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Matrix Pharmaceutical, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, relating to
1,100,000 shares of the Company's Common Stock issuable pursuant to the
Company's 1988 Restricted Stock Plan, as amended and restated (the "Plan"), it
is our opinion that such shares of the Common Stock of the Company, when issued
and sold in accordance with the Plan, will be legally 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
PILLSBURY MADISON & SUTRO LLP
-8-
