Opinion Letter (2004)Full Document 

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                      SWIDLER BERLIN SHEREFF FRIEDMAN, LLP

                              The Chrysler Building
                              405 Lexington Avenue
                               New York, NY 10174
                            Telephone  973-0111      The Washington Harbour
                          300 Facsimile  891-9598  3000 K Street, NW, Suite
                                 www.swidlaw.com       Washington, DC 20007-5116
                                                        Telephone  424-7500
                                                        Facsimile (202) 424-7647




                                  June 14, 2004


Inhibitex, Inc.
1165 Sanctuary Parkway
Suite 400
Alpharetta, GA 30004

Ladies and Gentlemen:

      On the date hereof, Inhibitex, Inc., a Delaware corporation (the
"Company"), intends to transmit for filing with the Securities and Exchange
Commission, a Registration Statement under the Securities Act of 1933, as
amended (the "Act"), on Form S-8 (the "Registration Statement"), relating to
2,884,255 shares of common stock, par value $0.001 per share, of the Company
(the "Common Stock"), which are being offered pursuant to the Company's (i) 2004
Stock Incentive Plan (the "2004 Plan"), (ii) 2004 Employee Stock Purchase Plan,
(iii) 2002 Non-Employee Directors Stock Option Plan (the "2002 Plan), and (iv)
Amended and Restated 1998 Equity Ownership Plan (the "1998 Plan" and
collectively, the "Plans"). All shares of Common Stock registered under the
Registration Statement are herein called the "Shares." This opinion is an
exhibit to the Registration Statement.

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