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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
July 7, 2000
Geron Corporation
230 Constitution Drive
Menlo Park, California 94025
Re: Registration of 2,086,951 shares of common stock, par value
$.001 per share, of Geron Corporation, pursuant to a
Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the registration for resale of 2,086,951 shares of
common stock, par value $.001 per share, of Geron Corporation, a Delaware
corporation (the "Company"), under the Securities Act of 1933, as amended, on
Form S-3 (the "Registration Statement"), you have requested our opinion with
respect to the matters set forth below. The shares being registered for resale
include: (i) 834,725 shares of common stock which are issuable upon conversion
of the Series D zero coupon convertible debentures sold to RGC International
Investors, LDC ("RGC") on June 29, 2000 (the "Debentures"); (ii) 834,836 shares
of common stock which are issuable upon exercise of the Series D warrants issued
to RGC on June 29, 2000 (the "Warrants"); and (iii) 417,390 shares of common
stock which may be issued to RGC in the event the actual number of shares
issuable upon conversion of the Debentures or exercise of the Warrants increases
as a result of adjustments in the conversion or exercise prices.
We have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware (including statutory and
reported decisional law), 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 Delaware, any other laws, or as to any matters
of municipal law or the laws of any other local agencies within the state.
Subject to the foregoing, and assuming that the full consideration for
each share issuable upon exercise of the Warrants is received by the Company in
accordance with the terms of the Warrants and assuming conversion of the
Debentures in accordance with their terms, it is our opinion that the shares of
common stock issuable upon conversion of the Debentures and exercise of the
Warrants, when issued, will be, validly issued, fully paid and nonassessable
securities of the Company.
This opinion is rendered only to the Company and is solely for the
benefit of the Company in connection with the transaction covered hereby. This
opinion may not be relied upon by you for any other purpose, or furnished to,
quoted to or relied upon, by any other person, firm or corporation for any
purpose, without our prior written consent.
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."
Very truly yours,
/s/ LATHAM & WATKINS
