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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
January 11, 2001
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 175,000 shares of the Company's common
stock, $0.001 par value per share (the "Shares"). We understand that the Shares
are not to be sold by the Company, but are to be sold by Knoll AG, which owns
the Shares. 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
