EXHIBIT 5.1
HALE AND DORR LLP
COUNSELORS AT LAW
650 COLLEGE ROAD EAST, PRINCETON, NJ 08540
609-750-7600 o FAX 609-750-7700
October 28, 2003
Cytogen Corporation
650 College Road East
CN 5308, Suite 3100
Princeton, New Jersey 08540
Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), for the registration of an aggregate
of up to $60,000,000 in shares of Common Stock, $.01 par value per share (the
"Shares"), of Cytogen Corporation, a Delaware corporation (the "Company"). All
of the Shares are being registered on behalf of the Company.
We are acting as counsel for the Company in connection with the
registration of the Shares. We have examined signed copies of the Registration
Statement to be filed with the Commission. We have also examined and relied upon
minutes of meetings of the stockholders and the Board of Directors of the
Company as provided to us by the Company, stock record books of the Company as
provided to us by the Company, the Certificate of Incorporation and By-Laws of
the Company, each as restated and/or amended to date, and such other documents
as we have deemed necessary for purposes of rendering the opinions hereinafter
set forth.
In our examination of the foregoing documents, 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 copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer
and sale of the Shares, to register and qualify the Shares for sale under all
applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or
jurisdiction other than the General Corporation Law of the State of Delaware and
the federal laws of the United States of America.
Based upon and subject to the foregoing and subject to the
qualifications herein stated, we are of the opinion that with respect to any
offering of the Shares if: (i) the Shares are sold pursuant to a purchase,
underwriting or similar agreement, such purchase, underwriting or similar
agreement has been duly authorized, executed and delivered by the Company and
the other parties thereto and has become a valid and binding agreement of the
Company; (ii) the terms of the Shares and of their issuance and sale have been
duly established in conformity with the operative certificate of incorporation
and bylaws of the Company and the Delaware General Corporation Law so as to not
violate any applicable law, the operative certificate of incorporation or bylaws
of the Company or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over
the Company; and (iii) the Company has received all requisite consents and
waivers, if any, of its stockholders, then the Shares, when issued and sold in
accordance with a duly authorized, executed and delivered purchase, underwriting
or similar agreement, if any, will be duly authorized, validly issued, fully
paid and nonassessable, assuming that a sufficient number of shares of Common
Stock are authorized or reserved and available for issuance and that the
consideration for the issuance and sale of the Shares is not less than the par
value of the Company's Common Stock.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement, as
finally amended (including all necessary post-effective amendments) is in effect
and an appropriate prospectus supplement with respect to the Shares has been
prepared, delivered and filed in compliance with the Securities Act and all
applicable rules promulgated thereunder.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Sincerely,
/s/ Hale and Dorr LLP
HALE AND DORR LLP