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                                   EXHIBIT 5.1

                       OPINION OF MORRISON & FOERSTER, LLP


                                December 9, 1998


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

Ladies and Gentlemen:

         We have acted as your counsel in connection with the filing of the
Registration Statement on Form S-3 (the "Registration Statement") and related
prospectus (the "Prospectus") under the Securities Act of 1933, as amended (the
"Act"), relating to 271,762 shares of your common stock, $.001 par value per
share (the "Shares"). In connection therewith, we have reviewed such
Registration Statement, certain of your corporate records and proceedings taken
in connection with the authorization and issuance of the Shares, and such other
factual and legal matters as we have considered necessary for purposes of this
opinion.

         Based on and subject to the foregoing, we are of the opinion that the
Shares will, when sold, be legally issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in such Registration Statement. This consent does not constitute
a consent under Section 7 of the Act, and in consenting to the reference to our
firm under such heading we have not certified and part of the Registration
Statement and do not otherwise come within the categories of persons whose
consent is required under Section 7 or the rules and regulations of the
Securities and Exchange Commission thereunder.


                                         Very truly yours,


                                         /s/ MORRISON & FOERSTER, LLP
                                         ---------------------------------
                                             MORRISON & FOERSTER, LLP