Exhibit 5.1


                       [LETTERHEAD OF LATHAM & WATKINS]


                               January 22, 2002
                                                            File No. 022142-0006

Amgen Inc.
One Amgen Center Drive
Thousand Oaks, California 91320

                  Re:      Amgen Inc.
                           Nonqualified Deferred Compensation Plan
                           ---------------------------------------

Ladies and Gentlemen:

          In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), of $207,400,000 in deferred compensation obligations
(the "Obligations") of Amgen Inc. (the "Company") issuable under the Amgen
Nonqualified Deferred Compensation Plan (the "Plan") on a Registration Statement
on Form S-8 filed with the Securities and Exchange Commission (the "Commission")
on January 22, 2002 (the "Registration Statement"), you have requested our
opinion with respect to the matters set forth below.

          In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the issuance of the Obligations. In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.

          In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.

          We are opining herein as to the effect on the subject transaction only
of the federal securities laws of the United States, the internal laws of the
State of California and General Corporation Law of the State of Delaware, and we
express no opinion with respect to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction, or in the case of Delaware, any
other laws, or as to any matters of municipal law or the laws of any local
agencies within any state.

          Subject to the foregoing, it is our opinion that upon the issuance of
the Obligations in the manner contemplated by the Registration Statement and in
accordance with the terms of the Plan, such Obligations will be legally valid
and binding obligations of the Company.


LATHAM & WATKINS

Amgen Inc.
January 22, 2002
Page 2

          Our opinion is subject to: (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the rights or remedies of creditors; (ii) the effect of
general principles of equity, including without limitation concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether enforcement is considered in a proceeding in equity or at law; and (iii)
the effect of the laws of usury or other laws or equitable principles relating
to or limiting the interest rate payable on indebtedness.

          This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to, or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent. We consent to your filing this opinion as an exhibit to the
Registration Statement.



                                       Very truly yours,

                                       /s/ Latham & Watkins