EXHIBIT 5.1
[DORSEY & WHITNEY LLP LETTERHEAD]
February 11, 1998
Enzon, Inc.
20 Kingsbridge Road
Piscataway, New Jersey 08854
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
You have requested our opinion with respect to the registration by Enzon,
Inc. (the "Registrant") pursuant to a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), of an aggregate of 150,000 shares of the Registrant's Common Stock, $.01
par value per share (the "Common Stock"), issuable upon the exercise of
outstanding warrants (the "Warrants").
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted such
other investigations of fact and law as we have deemed relevant and necessary to
form a basis for the opinions hereinafter expressed. In conducting such
examination, we have assumed (i) that all signatures are genuine, (ii) that all
documents and instruments submitted to us as copies conform with the originals,
and (iii) the due execution and delivery of all documents where due execution
and delivery are a prerequisite to the effectiveness thereof. As to any facts
material to this opinion, we have relied upon statements and representations of
officers and other representatives of the Registrant and certificates or public
officials and have not independently verified such facts.
Based upon the foregoing, it is our opinion that the Common Stock issuable
upon the proper exercise of the Warrants will be validly issued, fully paid and
non-assessable when issued in accordance with the terms of such Warrants.
We express no opinion as to the laws of any jurisdiction other than the
State of New York and the United States of America. Insofar as the foregoing
opinion relates to matters that would be controlled by the substantive laws of
any jurisdiction other than the United States of America or the State of New
York, we have assumed that the substantive laws of such jurisdiction conform in
all respects to the internal laws of the State of New York.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement relating to the registration of 150,000 shares of Common Stock.
Very truly yours,
DORSEY & WHITNEY LLP
By: /s/KEVIN T. COLLINS
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Kevin T. Collins
A Partner
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