EXHIBIT 5.1

                 [ORRICK, HERRINGTON & SUTCLIFFE LLP LETTERHEAD]

December 12, 2001

Targeted Genetics Corporation
1100 Olive Way, Suite 100
Seattle, WA 98101

     Re: Targeted Genetics Corporation Registration Statement on Form S-3

Ladies and Gentlemen:

     We are counsel to Targeted Genetics Corporation, a Washington corporation
(the "Company"). We have acted as counsel to the Company in connection with the
sale by the Company of up to 8,840,000 shares of the Company's common stock (the
"Shares"), par value $.01 per share, and in connection with the preparation and
filing of a Registration Statement on Form S-3 (the "Registration Statement")
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act").

     We have examined the Registration Statement and such instruments,
documents, and records that we deemed relevant and necessary for the basis of
this opinion, and we have also examined and relied on representations,
statements or certificates of public officials and officers and representatives
of the Company. In this examination, we have assumed (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy, and completeness of the information, representations and warranties
contained in the records, documents, instruments, and certificates we have
reviewed.

     Based on this examination, we are of the opinion that upon the happening of
the following events:

     (a)  the effectiveness of the Registration Statement and any amendments
          thereto;

     (b)  due authorization by the Company of the issuance of the Shares;

     (c)  the offering and sale of the Shares as contemplated by the
          Registration Statement and in accordance with the Company's actions
          authorizing the sale of the Shares; and

     (d)  receipt by the Company of the consideration for the Shares, as
          contemplated by the Registration Statement;

the Shares will be duly authorized, validly issued, fully paid and
nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto, and to the reference to our
firm in the prospectus of the Registration Statement under the heading "Legal
Matters." In giving this consent, we do not admit that we are "experts" within
the meaning of that term as used in the Securities Act, or the rules and
regulations of the Securities and Exchange Commission issued thereunder, with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.

                                      Very truly yours,


                                      /s/ Orrick, Herrington & Sutcliffe LLP