<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>c26952_ex5-1.txt
<TEXT>


[Letterhead of A&L Goodbody]

our ref |     GMT/JTG 01318262       your ref |          date |[April 2003]


                                                               [Graphic Omitted]
DRAFT


ICON PLC ("ICON")


Ladies and Gentlemen:

We have acted as Irish counsel to Icon, a public limited company incorporated
under the laws of Ireland in connection with the proposed issue of up to
[1,500,000] American Depositary Shares ("ADS") each evidenced by 1 American
Depositary Receipt ("ADR") representing 1 Ordinary Share, par value 6 euro cent
of Icon ("Ordinary Share"), to be represented on issue by 1 ADS evidenced by 1
ADR.

We refer to the Registration Statement Number 333-102893 and the related
prospectus (respectively the "Registration Statement" and the "Prospectus")
filed by Icon under the Securities Act, 1933 (as amended) ("the Act") in respect
of the foregoing.

In connection with this opinion, we have examined and have assumed the truth and
accuracy of the contents of such documents and certificates of officers of and
advisers to Icon and of public officials as to factual matters and have
conducted such searches in public registries in Ireland as we have deemed
necessary or appropriate for the purposes of this opinion but have made no
independent investigation regarding such factual matters. In our examination we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents. We have further assumed that
none of the resolutions and authorities of the shareholders or Directors of Icon
upon which we have relied has been varied, amended or revoked in any respect or
has expired and that the Ordinary Shares will be issued in accordance with such
resolutions and authorities and as contemplated by and described in the
Registration Statement a form of which is exhibited to the Registration
Statement. We further assume that Icon will comply with its obligations under
and the representations and warranties contained in the Agreements referred to
in the Registration Statement.

We are admitted to practise law only in Ireland and accordingly, we express no
opinion on the laws of any jurisdiction other than the laws (and the
interpretation thereof) of Ireland in force as at the date hereof. We assume
that the transactions contemplated by the Registration Statement are lawful


<PAGE>



under the United States federal law, New York State law and all other applicable
laws (if any). As the transactions contemplated by the Registration Statement
are governed by the United States federal law and/or New York State law, we
express no opinion herein as to matters of enforceability.

Based upon the foregoing we are of the opinion that:           [Graphic Omitted]

(i)   Icon is duly incorporated and validly existing under the laws of Ireland.

(ii)  The Ordinary Shares issuable pursuant to the Underwriting Agreement
      referred to in the Prospectus have been duly authorised and, when issued
      upon such exercise and upon payment of the exercise price in accordance
      with the terms of the Underwriting Agreement, will be duly authorised,
      legally issued, fully paid and not subject to calls for any additional
      payments.

(iii) The statements in the Registration Statement and the Prospectus under the
      headings "Price Range of ADSs and Dividend Policy", "Business - Government
      Regulation", "Management", "Selling Shareholders", and "Exchange Controls
      and Other Limitations Affecting Security Holders", to the extent that they
      constitute matters of law or legal conclusions with respect thereto, have
      been prepared or reviewed by us and are correct in all material respects.

We hereby consent to the filing of this opinion with the United States
Securities and Exchange Commission as an exhibit to the Registration Statement
and to the references to our firm under the captions "Enforceability of Civil
Liabilities Provisions of Federal Securities Laws against Foreign Persons" and
"Validity of ADSs and Ordinary Shares in the Registration Statement and the
Prospectus".

This opinion is being delivered to you and may not be relied upon or distributed
to any other person, without our consent. This opinion is to be construed in
accordance with and governed by the laws of Ireland.


Yours faithfully,




Icon plc
South County Business Park
Leopardstown
Dublin 18


M-410598-1



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