EXHIBIT 5.1


                                  [Letterhead]
                                  August 6, 2001
Genus,  Inc.
1139  Karlstad  Drive
Sunnyvale,  California  94089

     Re:  Registration  Statement  on  Form  S-3/A2

Ladies  and  Gentlemen:

     We have examined the registration statement on Form S-3/A2 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 2,541,785 shares
of  your common stock and 1,461,525 shares of common stock to be issued upon the
exercise  of  warrants  to  purchase  your  common  stock.  We have examined the
proceedings  taken  in  connection  with  the  sale  and  issuance  of  the
above-referenced  shares  and  warrants.

     It  is our opinion that (i) the shares have been legally and validly issued
and  are  fully paid and non-assessable, and (ii) the warrants have been legally
and  validly issued, and upon in accordance with the terms and provisions in the
warrants, the common shares issued upon exercise of the warrants will be legally
and  validly  issued,  and  will  be  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