<PAGE>
EXHIBIT 5.1
OPINION OF LATHAM & WATKINS
[LATHAM & WATKINS LETTERHEAD]
January 19, 2001
Valentis, Inc.
863A Mitten Road
Burlingame, California 94010
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
In connection with the registration by Valentis, Inc. (the "Company"),
of an aggregate of 200,000 shares of the Common Stock, par value $.001 per share
(the "Shares"), of the Company pursuant to the Employee Stock Purchase Plan (the
"Plan"), on a Registration Statement on Form S-8 (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, you have requested our opinion with respect to the matters set
forth below.
In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization, issuance and sale of the Shares.
In addition, we have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to our satisfaction, of such documents, corporate records and
instruments as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of any
other laws of the State of Delaware.
Subject to the foregoing, it is our opinion that the Shares to be
issued under the Plan have been duly authorized, and upon the issuance and
delivery of the Shares in the manner contemplated by the Plan, and assuming the
Company completes all actions and proceedings required on its part to be taken
prior to the issuance and delivery of the Shares pursuant to the terms of the
Plan, including, without limitation, collection of required payment for the
Shares, the Shares will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
7
