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Exhibit 5.1
October 31, 2000
Board of Directors
Enchira Biotechnology Corporation
4200 Research Forest Drive
The Woodlands, Texas 77380
Gentlemen:
We have acted as counsel to Enchira Biotechnology Corporation (the
"Company") in connection with the Company's Registration Statement on Form
S-3 (the "Registration Statement") relating to the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of the offer and
sale by the Selling Stockholders identified in the Registration Statement of
up to 2,631,375 shares (the "Shares") of the Company's Common Stock, par
value $0.01 per share, including 631,375 shares (the "Warrant Shares")
issuable upon exercise of warrants.
As the basis for the opinions hereinafter expressed, we have examined
such statutes, regulations, corporate records and documents, certificates of
corporate and public officials, and other instruments as we have deemed
necessary or advisable. In such examination we have assumed the authenticity
of all documents submitted to us as originals and the conformity with the
original documents of all documents submitted to us as copies.
Based on the foregoing and on such legal considerations as we deem
relevant, we are of the opinion that the Shares have been duly authorized by
the Company and are or, in the case of the Warrant Shares, upon issuance in
accordance with the terms of the Warrants, will be, validly issued, fully
paid and nonassessable.
This opinion is limited in all respects to the General Corporation
Law of the State of Delaware and the laws of the United States of America
insofar as such laws are applicable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and reference to our firm under the caption "Legal
Matters" in the Prospectus included therein. 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 Securities Act or the rules and regulations
of the Securities and Exchange Commission thereunder.
Very truly yours,
ANDREWS & KURTH L.L.P.
