Exhibit 5.1
[Winston & Strawn LLP Letterhead]
April 7, 2011
Neurologix, Inc.
One Bridge Plaza
Fort Lee, New Jersey 07024
Ladies and Gentlemen:
We have acted as counsel for Neurologix, Inc., a Delaware corporation (the “Company”), in
connection with the preparation and filing of the Company’s registration statement on Form S-8 (the
“Registration Statement”) relating to registration for offer and sale of an additional 4,200,000
shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”),
issuable pursuant to the terms and in the manner set forth in the Company’s 2000 Stock Option Plan,
as amended (the “Plan”).
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5)
of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
In rendering the opinion set forth below, we have examined and relied upon such certificates,
corporate records, agreements, instruments and other documents that we considered necessary or
appropriate as a basis for the opinion, including (i) the Registration Statement, (ii) the Restated
Certificate of Incorporation of the Company, (iii) the Amended and Restated By-laws of the Company
and (iv) the Plan. In our examination, we have assumed the legal capacity of all natural persons,
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 latter documents. As to any facts material to
this opinion that we did not independently establish or verify, we have relied upon oral or written
statements and representations of officers and other representatives of the Company and others.
Based upon the foregoing and subject to the assumptions, qualifications and limitations set
forth herein, we are of the opinion that the Shares, when issued, sold and delivered pursuant to
the terms and in the manner set forth in the Plan, and assuming that the Shares have been and
remain duly reserved for issuance within the limits of the Common Stock then remaining authorized
but unissued, will be validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the General Corporation Law
of the State of Delaware (including the statutory provisions, all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting the foregoing).