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EXHIBIT 5.1
PALMER & DODGE LLP
ONE BEACON STREET, BOSTON, MA 02108-3190
TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420
November 13, 2000
Dyax Corp.
One Kendall Square
Cambridge, MA 02139
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 3,687,558 shares of Common Stock, $0.01 par value per
share (the "Shares"), of Dyax Corp., a Delaware corporation (the "Company"),
issuable upon exercise of options granted or to be granted under the Company's
1995 Equity Incentive Plan (the "Plan").
It is our opinion that the Shares have been duly authorized for issuance
and, when issued in accordance with the terms of the Plan, will be legally
issued, fully paid and nonassessable.
We hereby consent to the use of our name in the Registration Statement and
consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ PALMER & DODGE LLP
