Exhibit 5.1
December 15, 2000
Board of Directors of
NaPro BioTherapeutics, Inc.
6304 Spine Road, Unit A
Boulder, CO 80301
Dear Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Commission") on or about December __,
2000 (the "Registration Statement") by NaPro BioTherapeutics, Inc., a Delaware
corporation (the "Company"), for the purpose of registering under the Securities
Act of 1933, as amended (the "Act"), 3,108,536 shares of its Common Stock,
$.0075 par value (the "Common Stock").
As counsel for the Company, we have examined such documents and reviewed such
questions of law as we have considered necessary or appropriate for the purpose
of this opinion. Based on the foregoing, we are of the opinion that the shares
of Common Stock, when sold and delivered by the Company pursuant to the 1994
Long-Term Performance Incentive Plan and the 1998 Stock Incentive Plan described
in the Registration Statement, will be legally issued, fully paid, and
non-assessable.
We consent to the filing of this opinion with the Commission as an exhibit to
the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act or under the rules and regulations of the Commission.
We do not express an opinion on matters other than those expressly set forth in
this letter.
Very truly yours,
HOLME ROBERTS & OWEN LLP
By: /s/ Francis R. Wheeler
Francis R. Wheeler
Partner
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