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EXHIBIT 5.1
Orrick, Herrington & Sutcliffe LLP
October 19, 2000
Targeted Genetics Corporation
1100 Olive Way, Suite 100
Seattle, Washington 98101
Re: Registration Statement on Form S-8 for 2000 Genovo, Inc. Roll-Over
Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Targeted Genetics Corporation (the "Company")
in connection with the preparation of a registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), that the Company is filing with the Securities and Exchange Commission
with respect to 679,444 shares of Common Stock, $.01 par value per share (the
"Shares"), in connection with the Targeted Genetics Corporation 2000 Genovo,
Inc. Roll-Over Stock Option Plan (the "Plan").
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. In giving this opinion, we are assuming the
authenticity of all instruments presented to us as originals, the conformity
with originals of all instruments presented to us as copies and the genuineness
of all signatures.
Based on and subject to the foregoing, we are of the opinion that any
Shares that may be issued pursuant to the Plan have been duly authorized and
that, upon the due execution by the Company and the registration by its
registrar of such Shares and the sale of such Shares by the Company in
accordance with the terms of the Plan, and the receipt of consideration for such
Shares in accordance with the terms of the Plan, such Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. 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
