EXHIBIT 5.2
[PALMER & DODGE LLP LETTERHEAD]
January 11, 2002
Antigenics Inc.
630 Fifth Avenue Suite 2100
New York, New York 10111
Ladies and Gentlemen:
Reference is made to our opinion dated November 26, 2001 and included as
Exhibit 5.1 to the Registration Statement on Form S-3 (Registration No.
333-74002) (the "Registration Statement") filed on November 27, 2001 by
Antigenics Inc., a Delaware corporation (the "Company") with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). We are rendering this supplemental opinion in
connection with the prospectus supplement (the "Prospectus Supplement") filed on
or about January 11, 2002 by the Company with the Commission pursuant to Rule
424 under the Securities Act. The Prospectus Supplement relates to the offering
by the Company of up to 4,600,000 shares of the Company's common stock, $1.00
par value per share (the "Shares"), which Shares are covered by the Registration
Statement. We understand that the Shares are to be offered and sold in the
manner described in the Prospectus Supplement.
We have acted as your counsel in connection with the preparation of the
Registration Statement and the Prospectus Supplement. We are familiar with the
proceedings taken by the Board of Directors of the Company in connection with
the authorization, issuance and sale of the Shares. We have examined all such
documents as we consider necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when issued and delivered by the Company against
payment therefor as set forth in the Prospectus Supplement, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference of our firm under the caption "Legal
Matters" in the Prospectus Supplement.
Very truly yours,
/s/ PALMER & DODGE LLP
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PALMER & DODGE LLP