EXHIBIT 5.1
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PIPER
MARBURY
RUDNICK
& WOLFE LLP
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6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.piperrudnick.com
PHONE (410) 580-3000
FAX (410) 580-3001
August 30, 2000
Human Genome Sciences, Inc.
9410 Key West Avenue
Rockville, Maryland 218050-3338
Ladies and Gentlemen:
We have acted as counsel to Human Genome Sciences, Inc., a Delaware
Corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a registration statement on Form S-8
(the "Registration Statement") registering 250,000 shares of Common Stock, par
value $.01 per share (the "Common Stock"), issuable pursuant to subscriptions
under the Company's Employee Stock Purchase Plan (the "Plan Shares"), and
13,804,454 shares of Common Stock issuable pursuant to the exercise of stock
options granted under the Company's 2000 Stock Incentive Plan (such plans are
collectively referred to herein as the "Plans," and such shares issuable under
the Plans are collectively referred to herein as the "Plan Shares").
We have examined copies of the Company's Restated Certificate of
Incorporation (as amended), By-Laws (as amended), the Plans, all resolutions
adopted by the Company's Board of Directors relating to the above and other
records and documents that we have deemed necessary for the purpose of this
opinion. We have also examined such other documents, papers, statutes and
authorities as we have deemed necessary to form a basis for this opinion. In our
examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to this opinion, we have relied on statements and
certificates of officers and representatives of the Company and others.
Based upon the foregoing, we are of the opinion that Plan Shares
issuable under the Plans have been duly authorized and will be (when issued,
sold and delivered as authorized) validly issued, fully paid and non-assessable.
The opinions set forth herein are limited to matters governed by the
laws of the State of Delaware and the Federal Laws of the United States of
America, and we express no opinion as to any other laws.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ PIPER MARBURY RUDNICK & WOLFE LLP
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