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EXHIBIT 5.1
[ORRICK, HERRINGTON & SUTCLIFFE LLP LETTERHEAD]
November 17, 2000
Targeted Genetics Corporation
1100 Olive Way, Suite 100
Seattle, WA 98101
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Targeted Genetics Corporation (the "Company")
in connection with the sale by certain selling shareholders of the Company of up
to 5,950,798 shares (the "Shares") of the Company's common stock, $.01 par value
per share, and in connection with the preparation of a registration statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended, that the Company is filing with the Securities and Exchange Commission
with respect to the Shares.
We have examined the Registration Statement and such documents and records
of the Company and other documents as we have deemed relevant and necessary for
the purpose of this opinion. Based on the foregoing, we are of the opinion that
upon (i) the effectiveness of the registration statement and any amendments
thereto; (ii) due action by the selling shareholders authorizing the sale of the
Shares; (iii) the offering and sale of the Shares as contemplated by the
Registration Statement and in accordance with the actions of the selling
shareholders authorizing the sale of the Shares; and (iv) receipt by the selling
shareholders of the consideration for the Shares as contemplated by the
Registration Statement, the Shares will be duly authorized and validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto, and to the reference to our
firm in the prospectus of the Registration Statement under the heading "Legality
of Common Stock." In giving such consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
