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Affymetrix, Inc.
December 27, 2000
Page 1
EXHIBIT 5.1
December 27, 2000
Affymetrix, Inc.
3380 Central Expressway
Santa Clara, CA 95051
RE: OPINION OF COUNSEL
I am Senior Vice President, General Counsel and Corporate Secretary of
Affymetrix, Inc., a Delaware corporation (the "Company"). In that capacity, I
am furnishing this opinion with respect to the Company's Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, by the Company of 122,757 shares of
Common Stock, par value $.01 (the "Shares"), to be issued under the
Affymetrix/Neomorphic, Inc. 1998 Stock Option Plan, as amended (the "Plan").
In arriving at the opinion expressed below, I have examined and relied
upon originals or copies, certified or otherwise identified to my
satisfaction, of such records of the Company, agreements and other
instruments, certificates of officers and representatives of the Company,
certificates of public officials and other documents as I have deemed
necessary or appropriate as a basis for opinions expressed herein. In
connection with my examination, I have assumed the genuineness of all
signatures, the authenticity of all documents tendered to me as originals,
the legal capacity of all natural persons and the conformity to original
documents of all documents submitted to me as certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and
limitations stated herein, it is my opinion that the Shares being registered
under the Registration Statement have been duly and validly authorized for
issuance and, upon delivery thereof and payment therefor in accordance with
the Plan and the Registration Statement, will be validly issued, fully paid,
and non-assessable.
I express no opinion with respect to laws other than those of the
federal law of the United States of America, the Delaware General Corporation
Law, and the California Code, and I assume no responsibility as to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement with respect to the Shares under the Securities Act of
1933, as amended.
Very truly yours,
/s/ Vern Norviel
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Vern Norviel
Senior Vice President, General Counsel
and Corporate Secretary
