8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

June 17, 2003

(Date of Report)

(Date of Earliest Event Reported)

TARGETED GENETICS CORPORATION

(Exact Name of Registrant as Specified in Charter)

Washington	0-23930	91-1549568
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1100 Olive Way, Suite 100, Seattle, WA 98101

(Address of Principal Executive Offices, Including Zip Code)

(206) 623-7612

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Item 5.

On June 17, 2003, Targeted Genetics Corporation completed a public offering of 7,777,778 shares (the “Shares”) of its common stock at a price of $2.25 per share, for gross proceeds of $17,500,001 million. The Shares were offered under the Company’s shelf registration statement on Form S-3 (File 333-74976), as amended. In connection with this offering, Orrick, Herrington & Sutcliffe LLP, counsel to Targeted Genetics, has delivered an opinion with respect to the validity of the Shares. A copy of this opinion is attached as Exhibit 5.1 to this current report and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

(c)    Exhibits.

5.1 Opinion of Orrick, Herrington & Sutcliffe LLP

23.1 Consent of Orrick, Herrington & Sutcliffe LLP (reference is made to Exhibit 5.1)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TARGETED GENETICS CORPORATION
Date: June 23, 2003	By:	/s/    TODD E. SIMPSON
		Todd E. Simpson Vice President, Finance and Administration, Chief Financial Officer, Secretary and Treasurer

INDEX TO EXHIBITS

Exhibit Number	Description
5.1	Opinion of Orrick, Herrington & Sutcliffe LLP
23.1	Consent of Orrick, Herrington & Sutcliffe LLP (reference is made to Exhibit 5.1)

EX-5.1

EXHIBIT 5.1

June 23, 2003

Targeted Genetics Corporation

1100 Olive Way, Suite 100

Seattle, WA 98101

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

  Registration No. 333-74976

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 preparation and filing of Registration Statement on Form S-3, Registration No. 333-74976 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement was declared effective by the Commission on October 16, 2002, and in connection with the sale by the Company of 7,777,778 shares of the Company’s common stock (the “Shares”), par value $.01 per share, under the Registration Statement. A prospectus supplement in connection with the sale and issuance of the Shares was filed by the Company with the Commission in accordance with Rule 424(b)(5) under the Securities Act on June 16, 2003 (the “Prospectus Supplement”).

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

We hereby consent to the filing of this opinion as an exhibit to the current report on Form 8-K and any amendment thereto, and to the reference to our firm in the Prospectus Supplement 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 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