EXHIBIT 5

                                Hale and Dorr LLP
                                 60 State Street
                           Boston, Massachusetts 02109


                                  May 26, 1999

IGI, Inc.
Wheat Road & Lincoln Avenue
Buena, New Jersey  08310

     Re:  IGI, Inc. 1999 Stock Incentive Plan

Gentlemen:

     We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") relating to the registration of 1,200,000 shares of the
Common Stock, $.01 par value per share ("Shares"), of IGI, Inc., a Delaware
corporation (the "Company"), issuable under the IGI, Inc. 1999 Stock Incentive
Plan (the "Plan").

     We have examined the Certificate of Incorporation and By-laws of the
Company, each as amended to date, and originals, or copies certified to our
satisfaction, of all pertinent records of the meetings of the directors and
stockholders of the Company, the Registration Statement, certificates of public
officials and such other documents relating to the Company as we have deemed
material for the purposes of this opinion.

     In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the legal capacity of all individual signatories,
and the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as copies and
the authenticity of the originals of such latter documents.

     We express no opinion herein as to the laws of any state or jurisdiction
other than the federal laws of the United States, the state laws of the
Commonwealth of Massachusetts, and the Delaware General Corporation Law statute.
To the extent that the laws of any other jurisdiction govern any of the matters
as to which we are opining herein, we have assumed that such laws are identical
to the state laws of the Commonwealth of Massachusetts, and we are expressing no
opinion herein as to whether such assumption is reasonable or correct.





     Based upon the foregoing, we are of the opinion that the Company has duly
authorized for issuance the Shares, and the Shares, when issued and paid for in
accordance with the terms of the Plan and at a price per share in excess of the
par value per share for such Shares, will be validly issued, fully-paid and
nonassessable.

     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 is in effect.

     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. Please
note that we are opining as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matters. This opinion is solely for
your benefit in connection with the filing of the Registration Statement and may
not be quoted or relied upon by any other person or used for any other purpose,
without our prior written consent.

     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 of 1933, as amended
(the "Securities Act"). 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.


                                        Very truly yours,


                                        /s/ Hale and Dorr LLP
                                        HALE AND DORR LLP