1 Exhibit 5.1 PALMER & DODGE LLP One Beacon Street Boston, Massachusetts 02018 Telephone: (617) 573-0100 Facsimile: (617) 227-4420 April 16, 1997 Genzyme Corporation One Kendall Square Cambridge, Massachusetts 02139 We are rendering this opinion in connection with Registration Statement No. 33-8881 (the "Registration Statement") relating to shares of the General Division Common Stock, $0.01 par value, and Tissue Repair Division Common Stock, $0.01 par value (collectively, the "Shares"), of Genzyme Corporation (the "Company"), offered pursuant to the provisions of the Company's 1990 Equity Incentive Plan (the "Plan"). We have acted as your counsel in connection with the preparation of the Registration Statement and are familiar with the proceedings taken by the Company in connection with authorization, issuance and sale of the Shares. We have examined all such documents as we consider necessary to enable us to render this opinion. Based upon the foregoing, we are of the opinion that when issued in accordance with the terms of the Plan and the options or other rights granted thereunder, the Shares will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as a part of the Registration Statement and to the reference to our firm under Item 5 thereof. Very truly yours, /s/ Palmer & Dodge LLP - 9 -