Exhibit 5.1
Stradling Yocca Carlson & Rauth | ||
A PROFESSIONAL CORPORATION | ORANGE COUNTY | |
ATTORNEYS AT LAW | (949) 725-4000 | |
660 NEWPORT CENTER DRIVE, SUITE 1600 | SAN DIEGO | |
NEWPORT BEACH, CA 92660-6422 | (858) 926-3000 | |
TELEPHONE (949) 725-4000 | SAN FRANCISCO | |
FACSIMILE (949) 725-4100 | (415) 283-2240 | |
SANTA BARBARA | ||
(805) 730-6800 | ||
SACRAMENTO | ||
(916) 449-2350 |
July 20, 2009
Spectrum Pharmaceuticals, Inc.
157 Technology Drive,
Irvine, California 92618
157 Technology Drive,
Irvine, California 92618
Re: | Spectrum Pharmaceuticals, Inc. Registration Statement on Form S-8 |
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) being filed by Spectrum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an additional 6,530,229 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), reserved for issuance under the Company’s 2003 Amended and Restated Incentive Award Plan (the “2003 Plan”).
We have examined the proceedings heretofore taken and are familiar with the proceedings proposed to be taken by the Company in connection with the sale and issuance of such Common Stock under the 2003 Plan.
It is our opinion that, when issued under the 2003 Plan and against full payment therefor in accordance with the respective terms and conditions of the 2003 Plan, the 6,530,229 shares of Common Stock issued and sold thereby will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including any amendments thereto.
Very truly yours,
STRADLING YOCCA CARLSON & RAUTH
/s/ Stradling Yocca Carlson & Rauth