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EXHIBIT 5.1
July 3, 2000
Ribozyme Pharmaceuticals, Inc.
2950 Wilderness Place
Boulder, CO 80301
Ladies and Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") which is expected to be
filed by Ribozyme Pharmaceuticals, Inc. (the "Company") with the Securities and
Exchange Commission on or about July 3, 2000, with respect to the offer and sale
of 2,887,188 shares of the Company's common stock, $0.01 par value, to be sold
by certain selling stockholders as described in the Registration Statement.
In connection with this opinion, we have reviewed the Registration
Statement, the Company's Certificate of Incorporation and Bylaws, and such other
documents, records, certificates, memoranda and other instruments as we deem
necessary as a basis for this opinion and have made such investigation of
Delaware corporate law as we have deemed necessary under the circumstances. We
have assumed the genuineness and authenticity of all documents submitted to us
as originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof. Based on
that review and investigation, and in reliance thereon, it is our opinion that
the shares referred to above have been validly issued, and are fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus included in the Registration Statement.
Sincerely yours,
ROTHGERBER JOHNSON & LYONS LLP
/s/ Rothgerber Johnson & Lyons LLP
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