1
Exhibit 5.1
ATTORNEYS AT LAW San Francisco, CA
415 693-2000
Five Palo Alto Square Menlo Park, CA
3000 El Camino Real 650 843-5000
Palo Alto, CA
94306-2155 San Diego, CA
Main 650 843-5000 619 550-6000
Fax 650 857-0663
Boulder, CO
303 546-4000
Denver, CO
303 606-4800
www.cooley.com
JAMES C. KITCH
650 843-5027
kitchjc@cooley.com
July 28, 1998
Coulter Pharmaceutical, Inc.
550 California Avenue, Suite 200
Palo Alto, California 94306-1440
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Coulter Pharmaceutical, Inc. (the "Company") of a
Registration Statement on Form S-3 on July 10, 1998, as amended (the
"Registration Statement"), with the Securities and Exchange Commission covering
the offering of up to Two Million Three Hundred Thousand (2,300,000) shares of
the Company's Common Stock, $.001 par value (the "Shares").
In connection with this opinion, we have (i) examined the Registration Statement
and related Prospectus, your Amended and Restated Certificate of Incorporation
and Bylaws, as amended, and such other documents, records, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below, (ii) assumed that the
Amended and Restated Certificate of Incorporation, as set forth in Exhibit 3.1
of the Registration Statement, shall have been duly approved and filed with the
office of the Delaware Secretary of State, and (iii) that the shares of Common
Stock will be sold by the Underwriters at a price established by the Pricing
Committee of the Board of Directors of the Company. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid, and
nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
/s/ James C. Kitch
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James C. Kitch