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EXHIBIT 5.1
January 18, 2001
Inhale Therapeutic Systems, Inc.
150 Industrial Road
San Carlos, California 94070
Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Inhale Therapeutic Systems, Inc., a Delaware
corporation (the "COMPANY") of a Registration Statement on Form S-8 (the
"REGISTRATION STATEMENT") with the Securities and Exchange Commission covering
the offering of up to 2,300,000 shares of the Company's Common Stock, $0.0001
par value (the "SHARES"), pursuant to its 2000 Non-Officer Equity Incentive
Plan, as amended (the "PLAN").
In connection with this opinion, we have examined the Registration
Statement and related Prospectus, your Certificate of Incorporation and By-laws,
as amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. 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 sold and issued in accordance with the Plan, the
Registration Statement and related Prospectus, 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/ Mark P. Tanoury
Mark P. Tanoury
