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EXHIBIT 5.1
[Letterhead of Cooley Godward LLP}
November 2, 2000
Avigen, Inc.
1201 Harbor Bay Parkway, #1000
Alameda, California 94502
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the sale by Avigen, Inc., a Delaware corporation (the "Company"), pursuant
to a Registration Statement on Form S-3 and the Form and Prospectus Supplement
thereto with the Securities and Exchange Commission (the "Commission"), which
Registration Statement and related Prospectus and Prospectus Supplement covers
the public offering of up to 1,658,329 shares of the Company's Common Stock with
a par value of $0.001 (the "Shares"). All of the Shares are to be sold by the
Company as described in the Registration Statement and related Prospectus and
Prospectus Supplement.
In connection with this opinion, we have examined and relied upon the
Registration Statement and related Prospectus and Prospectus Supplement included
therein, the Company's Amended and Restated Certificate of Incorporation and
Bylaws, and the originals or copies certified to our satisfaction of such
records, documents, certificates, memoranda and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, and the conformity to originals of all
documents where due execution and delivery are a prerequisite to the
effectiveness thereof. We have further assumed that the price at which the
Shares will be sold will have been approved in a timely manner by the Company's
Board of Directors.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold in accordance with the Registration Statement and
related Prospectus and Prospectus Supplement, will be validly issued, fully paid
and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus and Prospectus Supplement included in the Registration Statement and
to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
COOLEY GODWARD LLP
By: /s/ Brett D. White
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Brett D. White
