[COOLEY GODWARD LETTERHEAD]

May 17, 1996


Cortech, Inc.
6850 N. Broadway
Denver, Colorado 80221


RE:  FORM S-8 REGISTRATION STATEMENT


Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection 
with the filing by Cortech, Inc. (the "Company") of a Registration Statement 
on Form S-8 (the "Registration Statement") with the Securities and Exchange 
Commission covering the offering of up to 20,000 shares of the Company's 
Common Stock, $.001 par value, (the "Shares") pursuant to the Stock Option 
Agreement dated March 14, 1996 (the "Agreement").

In connection with this opinion, we have examined the Registration Statement, 
your Certificate of Incorporation and Bylaws, as amended, the Agreement, and 
such other documents, records, certificates, memoranda and other instruments 
as we deem necessary as a basis for this opinion. 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 and issued in accordance with the Agreement and the 
Registration Statement, will be validly issued, fully paid, and nonassessable.



[COOLEY GODWARD LOGO]

Cortech, Inc.
May 17, 1996
Page 2



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


Very truly yours,


COOLEY GODWARD CASTRO
HUDDLESON & TATUM


By:  /s/ Alan C. Mendelson
   --------------------------
      Alan C. Mendelson