EXHIBIT 5.1

                      [Morrison & Foerster LLP Letterhead]

                                February 5, 2002


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

Ladies and Gentlemen:

         We have acted as counsel to Atrix Laboratories, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-3 (the "Registration Statement"), filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933 (the "Act"), in connection with the registration of the re-offer and resale
of 13,649 shares of the Company's Common Stock, $.001 par value per share (the
"Common Stock") issuable upon the exercise of the Warrant dated April 4, 2001
(the "Warrant") issued to Ferghana Partners Inc. (the "Selling Stockholder").

         In connection therewith, we have reviewed the Registration Statement,
the related Prospectus (the "Prospectus"), the Warrant, the Company's filings
with the Securities and Exchange Commission, certain of the Company's corporate
records, documents, instruments and proceedings taken in connection with the
authorization and issuance of the Common Stock, and such other factual and legal
matters as we have deemed necessary for purposes of rendering the opinion set
forth herein.

         We have assumed the genuineness of the signatures on and the
authenticity of all documents submitted to us as originals and the conformity to
original documents submitted to us as certified or photostatic copies. In making
our examination of executed documents or documents to be executed, we have
assumed that each party to one or more of the documents (other than the Company)
has the power and authority to execute and deliver, and to perform and observe
the provisions of the documents, and has duly authorized, executed and delivered
such documents, and that such documents constitute the legal, valid and binding
obligations of each such party. We also have relied, as to matters of fact, upon
the accuracy of representations and certificates of officers of the Company. We
have relied on the Company's records and have assumed the accuracy and
completeness thereof. We have also assumed that any stock certificate evidencing
any Common Stock issued upon exercise of the Warrant will conform to the
specimen certificate examined by us and will be duly executed and delivered. We
have also assumed that the number of shares of Common Stock to be issued upon
the exercise of



the Warrant will not exceed, at the time of issuance, the authorized but
unissued shares of common stock of the Company.

         Based upon and subject to the foregoing, we are of the opinion that the
Common Stock, when issued and sold in the manner and for the consideration
stated in the Warrant, will be validly issued, fully paid and nonassessable.

         This opinion is solely for use in connection with the resale of the
shares issuable upon the exercise of the Warrant by the selling stockholder
pursuant to the Registration Statement and may not be relied upon for any other
purpose without our prior written consent. Our opinion speaks only as of the
date hereof and we assume no obligation to inform you of any facts,
circumstances, events or changes in the law that may hereafter be brought to our
attention that may alter, affect or modify the opinions expressed herein.

         We express no opinion as to matters governed by laws of any
jurisdiction other than the laws of the State of Delaware and the federal laws
of the United States of America, as in effect on the date hereof.

         We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name under the heading "Legal Matters" contained in the Registration
Statement.

                                       Very truly yours,

                                       /s/  Morrison & Foerster LLP

                                       Morrison & Foerster LLP


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