Exhibit 5.1
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| | ATTORNEYS AT LAW | | Broomfield, CO
720 566-4000
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January 30, 2006 Nuvelo, Inc. 201 Industrial Road, Suite 310 San Carlos, CA 94070-6211 | | | | Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA
94306-2155
Main 650 843-5000
Fax 650 849-7400 www.cooley.com JOHN M. GESCHKE (650) 843-5757 jgeschke@cooley.com | | Reston, VA
703 456-8000
San Diego, CA
858 550-6000
San Francisco, CA
415 693-2000
Washington, DC
202 842-7800 |
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the sale by Nuvelo, Inc., a Delaware corporation (the “Company”), of up to 7,475,000 shares of the Company’s common stock, par value $0.001 (the “Shares”), including 975,000 shares of common stock for which the underwriter has been granted an over-allotment option, pursuant to a Registration Statement on Form S-3, a related Registration Statement on Form S-3 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and the related prospectus and prospectus supplement filed with the Securities and Exchange Commission (the “Commission”). All of the Shares are to be sold by the Company as described in the Registration Statements and related prospectus and prospectus supplement.
In connection with this opinion, we have examined and relied upon the Registration Statements and related prospectus included therein, the prospectus supplement filed with the Commission pursuant to Rule 424 under the Securities Act of 1933, as amended, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect, and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold in accordance with the Registration Statements and the related prospectus and prospectus supplement, will be validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption “Legal Matters” in the prospectus and prospectus supplement included in the Registration Statements and to the filing of this opinion as an exhibit to the Registration Statements.
Sincerely,
Cooley GodwardLLP
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| By: | | /s/ John M. Geschke
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| | | John M. Geschke |
