EXHIBIT 5.1

                                  [Letterhead]
                                  July 19, 2001
Genus,  Inc.
1139  Karlstad  Drive
Sunnyvale,  California  94089

     Re:  Registration  Statement  on  Form  S-3

Ladies  and  Gentlemen:

     We  have  examined  the registration statement on Form S-3 to be filed with
the Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of a resale offering of 2,541,785 shares
of  your common stock and 1,461,525 shares of common stock to be issued upon the
exercise  of  warrants  to  purchase  common  stock.  As  your  counsel, we have
examined  the  proceedings taken in connection with the sale and issuance of the
above-referenced  securities.

     It  is  our  opinion  that  the  shares and warrants issued and sold in the
manner  described  in  the  registration  statement  and  in accordance with the
resolutions  adopted  by  the Board of Directors of Genus, have been legally and
validly issued, fully paid and non-assessable and upon exercise of the warrants,
in  accordance  with the terms and provisions therein, the common shares will be
legally  and  validly  issued,  fully  paid  and  nonassessable.


     We  consent  to  the  use of this opinion as an exhibit to the registration
statement,  and further consent to the use of our name wherever appearing in the
registration  statement,  including  the prospectus constituting a part thereof,
and  any  amendment  thereto.



                   Very  truly  yours,

                   WILSON  SONSINI  GOODRICH  &  ROSATI
                   Professional  Corporation

                   /s/  WILSON  SONSINI  GOODRICH  &  ROSATI