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                                   EXHIBIT 5.1

                   OPINION OF BROBECK, PHLEGER & HARRISON LLP






                                November 18, 1996



DepoTech Corporation
10450 Science Center Drive
San Diego, California 92121


Ladies and Gentlemen:

         We have acted as counsel to DepoTech Corporation, a California
corporation (the "Company"), in connection with the registration of 1,500,000
shares of Common Stock (the "Common Stock"), as described in the Company's
Registration Statement on Form S-3 ("Registration Statement"), filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.

         We are familiar with the corporate proceedings taken by the Company in
connection with the proposed issuance and sale of the Common Stock. It is our
opinion that the Common Stock, when, as and if issued in accordance with the
terms and conditions of those certain Purchase Agreements between the Company
and the purchasers thereunder, will be duly authorized, validly issued, fully
paid and nonassessable.

         We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus which is part of the Registration Statement.


                                              Very truly yours,


                                              BROBECK, PHLEGER & HARRISON LLP


                                   EXHIBIT 5.1