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EXHIBIT 5.1
November 30, 2000
ZymeTx, Inc.
800 Research Parkway, Suite 100
Oklahoma City, OK 73104
Re: ZymeTx, Inc. (the "Company")
Form S-3 Registration Statement
Gentlemen:
We have acted as counsel to the Company in connection with the
preparation of Amendment No. 1 to the Registration Statement on Form S-3 (the
"Registration Statement"), to be filed by the Company with the Securities and
Exchange Commission (the "Commission"), for the purpose of registering under the
Securities Act of 1933, as amended, an aggregate of 1,621,038 shares (the
"Shares") of the Company's common stock, $.001 par value (the "Common Stock"),
to be sold by a certain selling stockholders.
Based on the foregoing, and assuming that the Registration Statement,
and amended, becomes and remains effective during the period when the shares are
offered and sold and that all applicable securities laws are complied with, we
are of the opinion that the shares of Common Stock to be issued will be legally
issued, fully paid and nonassessable.
We are members of the bar of the State of Oklahoma and do not hold
ourselves out as experts on, or as generally familiar with, or qualified to
express opinions under law other than the law of the State of Oklahoma, the
corporation law of the State of Delaware, and the law of the United States and
the opinion given herein is limited thereto.
Very truly yours,
PHILLIPS MCFALL MCCAFFREY MCVAY
& MURRAH, P.C.
