EXHIBIT 4.5


                                  May 14, 2001


To  the  Investors
On  the  Attached
Distribution  List
c/o  Wells  Fargo  Van  Kasper
Burnham  Securities
600  California  St.,  Suite  1700
San  Francisco,  CA  94108

RE:     GENUS,  INC.  SECURITIES  PURCHASE  AGREEMENT

Ladies  and  Gentlemen:

     Reference  is made to the Securities Purchase Agreement dated as of May 14,
2001  (the  "AGREEMENT"),  together with the Registration Rights Agreement dated
May  14,  2001,  by  and  among  Genus,  Inc.,  a  California  corporation  (the
"COMPANY"),  and  the investors whose names are set forth on the execution pages
to  the Agreement (the "INVESTORS"), which provides for the issuance and sale by
the  Company to the Investors of 2,541,785 shares of Common Stock (the "SHARES")
and  stock  purchase  warrants  (the "WARRANTS") to purchase 1,461,525 shares of
Common Stock  issuable upon the exercise of the Warrants (the "WARRANT SHARES").
This  opinion is rendered to you pursuant to Section 7(f) of the Agreement.  The
Agreement  and  the  Registration  Rights  Agreement  are sometimes collectively
referred  to  hereinafter as the "DOCUMENTS".  All capitalized terms used herein
have  the  meanings  defined  for them in the Documents unless otherwise defined
herein.

     We have acted as counsel for the Company in connection with the negotiation
of  the  Documents  and  the  issuance of the Shares and Warrant Shares. As such
counsel,  we  have  made such legal and factual examinations and inquiries as we
have  deemed  advisable  or necessary for the purpose of rendering this opinion.
In  addition,  we have examined originals or copies of such corporate records of
the  Company, certificates of public officials and such other documents which we
consider  necessary  or advisable for the purpose of rendering this opinion.  In
such  examination  we have assumed the genuineness of all signatures on original
documents, the authenticity and completeness of all documents submitted to us as
originals,  the  conformity  to original documents of all copies submitted to us
and  the  due  execution  and  delivery of all documents where due execution and
delivery  are  a  prerequisite  to  the  effectiveness  thereof.

     As  used  in this opinion, the expression "to our knowledge," "known to us"
or  similar  language  with  reference  to  matters of fact means that, after an
examination  of  documents  made  available  to  us  by  the  Company, and after
inquiries  of  officers  of  the  Company,  but  without any further independent
factual  investigation, we find no reason to believe that the opinions expressed
herein  are  factually  incorrect.  Further,  the expression "to our knowledge",
"known  to  us"  or similar language with reference to matters of fact refers to
the  current  actual knowledge of the attorneys of this firm who have worked for
the  Company  on  the transactions contemplated by the Documents.  Except to the
extent  expressly set forth herein or as we otherwise believe to be necessary to
our  opinion,  we have not undertaken any independent investigation to determine
the  existence  or  absence of any fact, and no inference as to our knowledge of
the  existence or absence of any fact should be drawn from our representation of
the  Company  or  the  rendering  of  the  opinion  set  forth  below.

     For  purposes  of this opinion, we are assuming that the Investors have all
requisite  power  and  authority, and have taken any and all necessary corporate
action,  to  execute  and  deliver  the  Documents, and we are assuming that the
representations  and  warranties  made by the Investors in the Documents and the
Investor  Questionnaires and pursuant thereto are true and correct.  We are also
assuming  that  the Investors purchased the Shares and Warrant Shares for value,
in good faith and without notice of any adverse claims within the meaning of the
California  Uniform  Commercial  Code.  We  are  also  assuming  that  the
representations and warranties made by the Company in the Documents are true and
correct  as  to  matters  of fact and we are relying on such representations and
warranties  as  to  matters  of  fact  in  rendering  this  opinion.

     The  opinions  hereinafter  expressed  are  subject  to  the  following
qualifications:

          (a)     We  express  no  opinion  as  to  the  effect  of  applicable
bankruptcy,  insolvency,  reorganization, moratorium or other similar federal or
state  laws  affecting  the  rights  of  creditors;

          (b)     We  express  no  opinion  as  to  the  effect  of rules of law
governing  specific  performance,  injunctive relief or other equitable remedies
(regardless  of  whether any such remedy is considered in a proceeding at law or
in  equity);

(c)     We express no opinion as to compliance with the anti-fraud provisions of
applicable  securities  laws;
(d)     We  express  no  opinion  regarding patent, copyright or trademark laws;
(e)     We  express  no  opinion  regarding  antitrust  laws;

          (f)     We  express  no  opinion  as  to  the  enforceability  of  the
indemnification  provisions  contained  in  the  Documents  to  the  extent  the
provisions thereof may be subject to limitations of public policy and the effect
of  applicable  statutes  and  judicial  decisions;

          (g)     We  are  members  of the Bar of the State of California and we
express  no  opinion  as  to any matter relating to the laws of any jurisdiction
other  than the federal laws of the United States of America and the laws of the
State  of  California.  For purposes of this opinion letter, we are assuming the
laws  of  the State of California are the same as those of the State of New York
to  the  extent  that  the  parties  have  agreed  that New York law governs the
Documents  and  the  Warrants.

     Based  upon  and  subject  to  the  foregoing,  we are of the opinion that:

     1.     The  Company  and  each  of  its  subsidiaries is a corporation duly
organized  and  validly  existing  under,  and  by  virtue  of,  the laws of its
jurisdiction of incorporation.  Each of the Company and its subsidiaries is duly
qualified  as a foreign corporation to do business in each jurisdiction in which
the  Company  or  such  subsidiary  owns or leases property, other than those in
which  the  failure  to do so would not result in any material adverse change in
the  business  or  financial  condition  of  the  Company.

     2.     The Shares and Warrant Shares have been duly authorized and reserved
for  issuance  by all necessary corporate action on the part of the Company; and
the  Shares,  the  Warrants  and Warrant Shares, when issued, sold and delivered
against  payment therefor in accordance with the provisions of the Agreement and
the  Warrants,  will  be duly and validly issued, fully paid and non-assessable.

     3.     The  Company  has  all  requisite  corporate  power  and  corporate
authority  to  own its properties and carry on the business described in its SEC
documents  and  to  enter  into and perform its obligations under the Documents.
All corporate action on the part of the Company necessary for the authorization,
execution  and  delivery  of the Documents by the Company and the authorization,
sale,  issuance  and delivery of the Shares, the Warrants and Warrant Shares has
been  taken.  The Documents and the Warrants have been duly and validly executed
and delivered by the Company and constitute valid and binding obligations of the
Company  enforceable  in  accordance  with  their  terms.

     4.     The  execution,  delivery  and  performance of the Documents and the
issuance  of  the  Shares and Warrants (and the Warrant Shares issuable upon the
exercise of the Warrants) do not violate the Articles of Incorporation or Bylaws
of the Company, or any law, rule or regulation applicable to the Company, or, to
our  knowledge,  any  order,  writ,  judgment, injunction or decree to which the
Company  is  subject.  To our knowledge, the execution, delivery and performance
of  the  Documents  and the issuance of the Shares and Warrants (and the Warrant
Shares  issuable  upon  exercise  of the Warrants) do not breach or constitute a
default (or give rise to any right of termination, cancellation or acceleration)
under (due to the passage of time or the giving of notice or both), or result in
the  creation  of  any  lien, security interest, or encumbrance on the assets or
properties  of  the  Company  pursuant  to, any contract, agreement, instrument,
judgment  or  decree  to  which  the Company is a party or by which it is bound,
except  for  such breaches, defaults, conflicts, terminations, cancellations and
accelerations  as  would  not,  individually  or  in  the  aggregate result in a
material  adverse  change in the business or financial condition of the Company.

     5.     No consent, approval or authorization of or designation, declaration
or filing with any governmental authority on the part of the Company is required
in  connection  with  the  valid execution and delivery of the Documents, or the
offer,  sale  or  issuance  of the Shares and Warrant Shares, except taking such
action  as  may  be  necessary  to  secure an exemption from qualification under
applicable  blue sky laws of the offer and sale of the Shares and Warrant Shares
and  a  filing  under  Regulation  D of the Securities Act of 1933.  All filings
referred  to above that must be filed or received prior to the Closing have been
so  made or received.  Our opinion herein is otherwise subject to the timely and
proper completion of all filings and other actions contemplated above where such
filings  and  actions  are  to  be  undertaken  on  or  after  the  date hereof.

     6.     Except  as  disclosed  in the SEC Documents and Schedule 4(h) to the
Agreement,  to our knowledge, there are no actions, suits, proceedings inquiries
or  investigations  before or by any court, public board or body or governmental
agency  or self-regulatory agency pending or threatened against or affecting the
Company, or, to our knowledge, its officers and directors in their capacities as
such  which  may  result  in  any  material  adverse  change  in the business or
financial  condition of the Company or any of its properties, or in any material
impairment  of  the  right or ability of the Company to carry on its business as
now  conducted,  or  which questions the validity of the Documents or any action
taken  or  to  be  taken  by  the  Company  in  connection  therewith.

     7.     Subject to the accuracy of the Investors' representations in Section
3  of the Agreement, the offer, sale and issuance of the Shares and the Warrants
(and  the  Warrant  Shares issuable upon exercise of the Warrants) in conformity
with  the  terms  of  the  Documents  constitute  transactions  exempt  from the
registration  requirements  of  Section  5  of  the  Securities  Act of 1933, as
amended.

     This  opinion  is  furnished  to  the  Investors  solely for the Investors'
benefit, and may not be relied upon by any other person or for any other purpose
without  our  prior  written  consent.

                          Very  truly  yours,

                          WILSON  SONSINI  GOODRICH  &  ROSATI
                          Professional  Corporation

                         /s/  Wilson  Sonsini  Goodrich  and  Rosati