EXHIBIT 5.1

                                  [Letterhead]

                                 April 23, 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 726,980 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 the warrants have been legally and validly issued,
and  in  accordance  with  the  terms and provisions in the warrants, the common
shares  issuable  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