EXHIBIT 5.1

                        [Letterhead of LATHAM & WATKINS]

                                February 14, 2002

Scios Inc.
820 West Maude Avenue
Sunnyvale, California 94085

     Re: Registration Statement on Form S-8
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Ladies and Gentlemen:

                  In connection with the registration of 3,000,000 shares of
common stock of the Company, par value $0.001 per share (the "Shares"), issuable
under the Company's 1996 Non-Officer Stock Option Plan (the "Plan"), under the
Securities Act of 1933, as amended (the "Act"), by Scios Inc., a Delaware
corporation (the "Company"), on Form S-8 (the "Registration Statement"), you
have requested our opinion with respect to the matters set forth below.

                  In our capacity as your special counsel in connection with
such registration, we are familiar with the proceedings taken by the Company in
connection with the authorization, issuance and sale of the Shares. In addition,
we have made such legal and factual examinations and inquiries, including an
examination of originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records and instruments as we have
deemed necessary or appropriate for purposes of this opinion.

                  In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.

                  We are opining herein as to the effect on the subject
transaction only the General Corporation Law of the State of Delaware, and we
express no opinion with respect to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction or, in the case of Delaware, any
other laws, or as to any matters of municipal law or the laws of any local
agencies within any state.

                  Subject to the foregoing, it is our opinion that the Shares
have been duly authorized, and, upon issuance, delivery and payment therefor in
the manner contemplated by the Plan and the Registration Statement, will be
validly issued, fully paid and nonassessable.

                  We consent to your filing this opinion as an exhibit to the
Registration Statement.

                                       Very truly yours,


                                       /s/ Latham & Watkins