EXHIBIT 5.1

                                  [Letterhead]

                               September 10, 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 5,521,341 shares
of  your  common  stock  to  be  issued  upon the conversion of those certain 7%
Subordinated  Convertible Notes due 2005 and 2,839,894 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  notes  and  warrants.

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