EX-5.1 2 dex51.txt OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP EXHIBIT 5.1 [Letterhead of Orrick, Herrington & Sutcliffe LLP] May 25, 2001 Targeted Genetics Corporation 1100 Olive Way, Suite 100 Seattle, Washington 98101 Re: Registration Statement on Form S-8 for the Targeted Genetics Corporation 1999 Stock Option Plan Ladies and Gentlemen: We have acted as counsel to Targeted Genetics Corporation (the "Company") in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, that the Company is filing with the Securities and Exchange Commission with respect to 2,000,000 additional shares of common stock, $.01 par value per share (the "Shares"), issuable under the Targeted Genetics Corporation 1999 Stock Option Plan, as restated January 23, 2001 (the "Plan"). We have examined the Registration Statement and such documents and records of the Company and other documents as we have deemed relevant and necessary for the purpose of this opinion. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies and the genuineness of all signatures. Based on and subject to the foregoing, we are of the opinion that any Shares that may be issued pursuant to the Plan have been duly authorized and that, upon (i) exercise of options to purchase shares granted under the Plan, (ii) issuance and sale of such Shares upon such exercise in accordance with the terms of the Plan and (iii) receipt of consideration for such Shares in accordance with the terms of the Plan, such Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /s/ ORRICK, HERRINGTON & SUTCLIFFE LLP