EXHIBIT 5.1
[LETTERHEAD OF HOLME ROBERTS & OWEN APPEARS HERE]
December 1, 2000
NaPro BioTherapeutics, Inc.
6304 Spine Road, Unit A
Boulder, Colorado 80301
Gentleman:
Reference is made to the registration statement on Form S-3, filed with the
Securities and Exchange Commission (the "Commission") on December 1, 2000 by
NaPro BioTherapeutics, Inc., a Delaware corporation (the "Company"), for the
purpose of registering under the Securities Act of 1933, as amended (the "Act"),
2,213,334 shares of the Company's common stock (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 the Common Stock to be sold pursuant to the prospectus contained in
the Registration Statement (the "Prospectus") have been validly authorized for
issuance and, when issued against receipt of the purchase price described in the
Prospectus, will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement and to the reference to us under the caption,
"Legal Matters" in the Prospectus. 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 any matter other then those expressly set
forth in this letter
Very truly yours,
Holmes Roberts & Owen LLP
By /s/ Nick Nimmo
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Nick Nimmo, Partner
