EXHIBIT 5.1


            [LETTERHEAD OF CAHILL GORDON & REINDEL]




                         June 28, 1996


                                                 (212) 701-3000

XOMA Corporation
2910 Seventh Street
Berkeley, California 94710

Ladies and Gentlemen:

          As counsel for XOMA Corporation (the "Company"), we
are representing the Company in connection with the registra-
tion statement on Form S-3 (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission")
on June 28, 1996 relating to the registration under the Securi-
ties Act of 1933, as amended (the "Act"), of 1,500,000 shares
(the "Shares") of the Company's Common Stock, par value $.0005
per share.

          We advise you that in our opinion the Shares were
validly issued and are fully paid and non-assessable.

          We hereby consent to the filing of this opinion with
the Commission as an exhibit to the Registration Statement.  We
also consent to the reference under the heading "Legal Opin-
ions" in the Registration Statement to our having passed upon
the legal matters referred to above.  Our consent to such ref-
erence does not constitute a consent under Section 7 of the
Act, as in consenting to such reference we have not certified
any part of the Registration Statement and do not otherwise
come within the categories of persons whose consent is required
under said Section 7 or under the rules and regulations of the
Commission thereunder.

                              Very truly yours,



                              CAHILL GORDON & REINDEL