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                                  EXHIBIT 5.1


                                 April 5, 1996


Board of Directors
Atrix Laboratories, Inc.
2579 Midpoint Drive
Fort Collins, Colorado 80525

         Re:     Registration Statement on Form S-3

Gentlemen:

         We have acted as counsel to Atrix Laboratories, Inc. (the "Company")
in connection with the filing of a registration statement on Form S-3,
including a related preliminary prospectus, under the Securities Act of 1933,
as amended (the "Act").  The registration statement covers a proposed offering
by the Company of 2,500,000 shares of common stock, $.001 par value per share
(the "Common Stock").  Such registration statement and prospectus on file with
the Securities and Exchange Commission (the "Commission") at the time such
registration statement becomes effective (including financial statements and
schedules, exhibits and all other documents filed as a part thereof or
incorporated therein) are herein called, respectively, the "Registration
Statement" and the "Prospectus."

         In connection with this opinion, we have made such investigations and
examined such records, including the Company's Certificate of Incorporation,
Bylaws and corporate minutes as we deemed necessary to the performance of our
services and to give this opinion.  We have also examined and are familiar with
the originals or copies, certified or otherwise identified to our satisfaction,
of such other documents, corporate records and other instruments as we have
deemed necessary for the preparation of this opinion.  In expressing this
opinion, we have relied, as to any questions of fact upon which our opinion is
predicated, upon representations and certificates of the officers of the
Company.
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Atrix Laboratories, Inc.
April 5, 1996
Page 2

         In giving this opinion we assumed:

                 (a)      the genuineness of all signatures and the
         authenticity and completeness of all documents submitted to us as
         originals;

                 (b)      the conformity to originals and the authenticity of
         all documents supplied to us as certified, photocopied, conformed  or
         facsimile copies and the authenticity and completeness of the
         originals of any such documents; and

                 (c)      the proper, genuine and due execution and delivery of
         all documents by all parties to them and that there has been no breach
         of the terms thereof.

         Based upon the foregoing and subject to the qualifications set forth
above, and assuming (i) that the Registration Statement has become effective
under the Act, (ii) that all required actions are taken and conditions
satisfied with respect to the issuance of the Common Stock as specified in the
Prospectus, and (iii) consideration is received for the Common Stock, we are of
the opinion that at the time the Common Stock is issued, the Common Stock will
be legally issued, fully paid and nonassessable.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and the use of our name in the Registration Statement.
In giving such consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Act or the
Rules and Regulations of the Commission promulgated pursuant thereto.


                                                   Very truly yours,

                                                   /s/ Kutak Rock

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