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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
January 19, 2001
Valentis, Inc.
863A Mitten Road
Burlingame, California 94010
Ladies and Gentlemen:
We have acted as special counsel to Valentis, Inc., a Delaware
corporation (the "Company"), in connection with the registration of 5,554,324
shares of the Company's common stock, par value $.001 per share (the "Shares"),
pursuant to a registration statement on Form S-3 under the Securities Act of
1933, as amended (the "Act"), filed with the Securities and Exchange Commission
(the "Commission") on January 19, 2001 (the "Registration Statement"), and the
Subscription Agreements, dated as of November 20, 2000 (the "Subscription
Agreements"), among the Company and the investors named therein. Capitalized
terms used herein and not otherwise defined herein shall have the meanings given
to them in the Subscription Agreements.
As such counsel, we have examined such matters of fact and questions of
law as we have considered appropriate for purposes of this opinion. In our
examination, we have assumed the genuineness of all signatures (other than those
on behalf of the Company), 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. As to facts material to the opinions, statements and
assumptions expressed herein, we have, with your consent, relied upon oral or
written statements and representations of officers and other representatives of
the Company and others. In addition, we have obtained and relied upon such
certificates and assurances from public officials as we have deemed necessary.
We are opining herein as to the effect on the subject transaction only
of the federal laws of the United States, the internal laws of the State of New
York and the General Corporation
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January 19, 2001
Page 2
Law of the State of Delaware, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state.
Subject to the foregoing, it is our opinion, as of the date hereof,
that the Shares, upon issuance, delivery and payment therefor in the manner
contemplated by the Transaction Documents and the Registration Statement, will
be validly issued, fully paid and nonassessable.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, without our prior written consent.
We consent to the filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters."
Very truly yours,
/s/ Latham & Watkins
