EXHIBIT 5.1

                                  [Letterhead]

                                February 7, 2002

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 3,871,330 shares
of  your  common  stock and 580,696 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  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  non-assessable.

     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