EXHIBIT 5.1
                                  [Letterhead]
                                  May 30, 2001
Genus,  Inc.
1139  Karlstad  Drive
Sunnyvale,  California  94089

     RE:  REGISTRATION  STATEMENT  ON  FORM  S-3

Ladies  and  Gentlemen:

     We  have  examined  the registration statement on Form S-3 to be filed with
the Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of a resale offering of 4,003,310 shares
of  your  common stock and shares of common stock to be issued upon the exercise
of  warrants  to  purchase  common stock.  As your counsel, we have examined the
proceedings proposed to be taken in connection with the sale and issuance of the
above-referenced  securities.

     It  is  our opinion that, upon completion of the proceedings being taken or
contemplated  by  us,  as your counsel, to be taken prior to the issuance of the
shares,  including  the  proceedings  being  taken  in  order  to  permit  such
transaction  to  be  carried  out in accordance with applicable state securities
laws,  the  Shares,  when  issued  and  sold  in  the  manner  described  in the
registration  statement  and  in  accordance with the resolutions adopted by the
Board  of Directors of the Genus, 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 constituting a part thereof,
and  any  amendment  thereto.

                             Very  truly  yours,

                             WILSON SONSINI GOODRICH & ROSATI
                             Professional  Corporation
                             /s/  WILSON  SONSINI  GOODRICH  &  ROSATI