EXHIBIT 5.1
May 29, 2008
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Illumina, Inc.
9885 Towne Centre Drive
San Diego, CA 92121
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Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, NY 10019-6092
tel +1 212 259 8000
fax +1 212 259 6333 |
Ladies and Gentlemen:
We have acted as counsel to Illumina, Inc., a Delaware corporation (the Company), in connection
with the preparation and filing, with the Securities and Exchange Commission (the Commission) by
the Company, of a Registration Statement on Form S-8 (the Registration Statement) under the
Securities Act of 1933, as amended (the Securities Act), for the registration of the offer and
sale of 3,900,000 shares of the Companys common stock, $0.01 par value per share (the Shares),
of which 2,400,000 Shares may be issued pursuant to awards under the Companys Amended and Restated
2005 Stock and Incentive Plan (the 2005 Plan) and 1,500,000 Shares may be issued pursuant to
awards under the Companys Amended and Restated 2000 Employee Stock Purchase Plan (the 2000 ESPP
and, together with the 2005 Plan, the Plans).
We have examined and are familiar with the originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of public officials and
officers of the Company and such other instruments as we have deemed necessary or appropriate as a
basis for the opinions expressed below, including, without limitation, the 2005 Plan and the 2000
ESPP. We have assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as copies thereof and the
due execution and delivery of all documents where due execution and delivery are prerequisites to
the effectiveness thereof.
Subject to the foregoing and to the other qualifications set forth herein, we are of the opinion
that:
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The issuance of the Shares pursuant to the Plans has been lawfully and duly authorized by the
Company. |
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When the Shares have been issued and delivered in accordance with the terms of the Plans, the
Shares will be legally issued, fully paid and non-assessable. |
We are members of the Bar of the State of New York, and in expressing the foregoing opinions, we
are not passing upon any laws other than the Delaware General Corporation Law.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In
giving such consent, we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and regulations of the
Commission.
Very truly yours,
Dewey & LeBoeuf LLP