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EXHIBIT 5.1
September 27, 2000
EDEN Bioscience Corporation
11816 North Creek Parkway North
Bothell, WA 98011-8205
Re: Registration Statement on Form S-8 of Shares of Common Stock,
par value $.0025 per share, of EDEN Bioscience Corporation
Ladies and Gentlemen:
We have acted as counsel to you 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"), which you are filing with the
Securities and Exchange Commission with respect to up to 9,718,000 shares of
Common Stock, par value $.0025 per share, which may be issued as follows: up to
6,000,000 shares pursuant to the EDEN Bioscience Corporation 2000 Stock
Incentive Plan; up to 1,250,000 shares pursuant to the EDEN Bioscience
Corporation 2000 Employee Stock Purchase Plan; and up to 2,468,000 shares
pursuant to the EDEN Bioscience Corporation 1995 Combined Incentive and
Nonqualified Stock Option 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 upon and subject to the foregoing, we are of the opinion that any
shares that may be issued pursuant to the plans have been duly authorized and
that, upon the due execution by the Company and the registration by its
registrar of such shares, the sale thereof by the Company in accordance with the
terms of the plans and the receipt of consideration therefor in accordance with
the terms of the plans, 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/ Perkins Coie LLP
