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Exhibit 5.1
[LETTERHEAD OF COOLEY GODWARD LLP]
December 5, 2000
HOLLIS-EDEN PHARMACEUTICALS, INC.
9333 Genesee Avenue, Suite 110
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Hollis-Eden Pharmaceuticals, Inc. (the "Company") of a Form
S-8 Registration Statement (the "Registration Statement"), including a related
prospectus filed with the Registration Statement (the "Prospectus"), covering
the registration of an aggregate of 500,000 shares of the Company's Common
Stock, $.01 par value (the "Shares"), for issuance pursuant to the Company's
1997 Incentive Stock Option Plan (the "Plan").
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Plan, the Company's Certificate of Incorporation and
Bylaws, as amended and restated, and the originals or copies certified to our
satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. 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.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when issued in accordance with the Registration Statement, the
Plan and the applicable option agreements, will be validly issued, fully paid,
and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ Thomas A. Coll
Thomas A. Coll
