EX-5.1 2 f65311a3ex5-1.txt EXHIBIT 5.1 1 Exhibit 5.1 Morrison & Foerster LLP 5200 Republic Plaza 370 Seventeenth Street Denver, Colorado 80202-5638 June 29, 2001 Connetics Corporation 3400 West Bayshore Road Palo Alto, CA 94303 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as your counsel in connection with the Registration Statement on Form S-3, File No. 333-45002 (the "Registration Statement") filed by you with the Securities and Exchange Commission relating to the registration under the Securities Act of 1933 of 84,511 shares of your common stock, $.001 par value per share (the "Shares"). In connection therewith, we have reviewed the Registration Statement and certain of your corporate records, documents, instruments and proceedings taken in connection with the authorization and issuance of the Shares, and such other factual and legal matters as we have deemed necessary for purposes of rendering the opinion set forth herein. We have assumed the genuineness of the signatures on and the authenticity of all documents submitted to us as originals and the conformity to original documents submitted to us as certified or photostatic copies. We also have relied upon the accuracy, as to matters of fact, of your officers. We have relied on your records and have assumed the accuracy and completeness thereof. Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued and sold in the manner described in the Registration Statement, will be validly issued, fully paid and nonassessable. We express no opinion as to matters governed by laws of any jurisdiction other than the laws of the General Corporation Law of the State of Delaware and the federal laws of the United States of America, as in effect on the date hereof. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. Very truly yours, /s/ Morrison & Foerster LLP