EXHIBIT 5.1


                       WYRICK ROBBINS YATES & PONTON LLP
                                Attorneys at Law

                                   The Summit
                        4101 Lake Boone Trail, Suite 300
                      Raleigh, North Carolina  27607-7506


                                August 1, 2001


Incara Pharmaceuticals Corporation
79 T.W. Alexander Drive
4401 Research Commons, Suite 200
Research Triangle Park, North Carolina 27709


     Re:           Registration Statement on Form S-1
                   ----------------------------------


Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-1 to be filed by
Incara Pharmaceuticals Corporation, a Delaware corporation (the "Company"), with
the Securities and Exchange Commission on or about the date hereof (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of warrants to purchase shares of the
Company's common stock, $0.001 par value per share (the "Warrants") and
$3,000,000 worth of common stock underlying the Warrants (the "Shares").  In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the
original of all documents submitted to us as copies thereof.

     As your legal counsel, we have examined the proceedings taken, and are
familiar with the proceedings proposed to be taken, by you in connection with
the sale and issuance of the Warrants and the Shares.

     It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your securities counsel, to be taken prior to the
issuance of the Warrants and the Shares, including the proceedings being taken
in order to permit such transactions to be carried out in accordance with
applicable state securities laws, and when the issuance, delivery and payment
for the Warrants and the Shares in the manner contemplated in the Registration
Statement, including any related placement agent agreement, has occurred, the
Warrants will be valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms and will entitle the holders
thereof to the benefits provided in the Warrant, except as the enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally, and the
Shares, when issued pursuant to the exercise of the Warrants and in the manner
referred to in the Registration Statement and in accordance with the resolutions
adopted by the Board of Directors of the Company, 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 relating thereto, and any
amendments thereto.

                                        Very truly yours,

                                        /s/ WYRICK ROBBINS YATES & PONTON LLP