EXHIBIT 5.1
PALMER & DODGE LLP
One Beacon Street, Boston, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
December ___, 1998
Phytera, Inc.
377 Plantation Street
Worcester, Massachusetts 01605
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration Statement
on Form S-1 (the "Registration Statement") filed by Phytera, Inc. (the
"Company") with the U.S. Securities and Exchange Commission under the Securities
Act of 1933, as amended, on or about the date hereof. The Registration Statement
relates to up to 2,875,000 shares of the Company's Common Stock, $0.01 par value
(the "Shares"), being sold by the Company, including 375,000 Shares issuable
upon exercise of the overallotment option granted by the Company. We understand
that the Shares are to be offered and sold in the manner described in the
Registration Statement.
We have acted as your counsel in connection with the preparation of the
Registration Statement. We are familiar with the proceedings of the Board of
Directors on September 17, 1998 in connection with the authorization, issuance
and sale of the Shares (the "Resolutions"). We have examined such other
documents as we consider necessary to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and delivered by the Company against payment
therefor at the price to be determined pursuant to the Resolutions, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus filed as part thereof.
Very truly yours,
/s/ Palmer & Dodge LLP
Palmer & Dodge LLP