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EXHIBIT 5.1
WYRICK ROBBINS YATES & PONTON LLP
Attorneys at Law
The Summit
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607-7506
August 2, 2000
Incara Pharmaceuticals Corporation
3200 East Highway 54
Cape Fear Building, Suite 300
Research Triangle Park, North Carolina 27709
Re: Registration Statement on Form S-1
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 to be filed by Incara
Pharmaceuticals Corporation, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission on or about the date hereof (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 1,161,781 shares of the Company's common
stock, $0.001 par value per share (the "Shares"). We understand that the Shares
are to be sold not by the Company but by certain existing stockholders of the
Company. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity with the original of all documents submitted to us as copies thereof.
As your legal counsel, we have examined the proceedings taken, and are familiar
with the proceedings proposed to be taken, by you in connection with the sale
and issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your securities counsel, to be taken prior to the
issuance of the Shares, including the proceedings being taken in order to permit
such transactions to be carried out in accordance with applicable state
securities laws, the Shares, when issued in the manner referred to in the
Registration Statement and in accordance with the resolutions adopted by the
Board of Directors of the Company, will be legally and validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus relating thereto, and any
amendments thereto.
Very truly yours,
WYRICK ROBBINS YATES & PONTON LLP
