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Exhibit 5
November 7, 1995
T Cell Sciences, Inc.
115 Fourth Street
Needham, MA 02194
Ladies and Gentlemen:
Re: Registration Statement on Form S-3
This opinion is delivered in our capacity as counsel to T Cell
Sciences, Inc. (the "Company") in connection with the sale by certain
stockholders of the Company (the "Selling Stockholders") of 2,761,816 shares
of the Company's Common Stock (the "Offered Shares"). The Offered Shares were
received by the Selling Stockholders pursuant to Stock Purchase Agreements,
dated as of either October 27, 1995 or November 6, 1995, by and between
the Selling Stockholders and the Company (the "Stock Purchase Agreements").
The Offered Shares are the subject of the Company's registration statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended.
As counsel for the Company, we have examined the Registration
Statement, the Certificate of Incorporation and Bylaws of the Company each as
amended to date, certificates of action of the Company's Board of Directors,
the Stock Purchase Agreements, and such other records, certificates and
documents of the Company as we have deemed appropriate for the purposes of this
opinion.
Based on and subject to the foregoing, we are of the opinion that when
the Offered Shares are sold by the Selling Stockholders as described in the
Registration Statement, the Offered Shares will be duly authorized, validly
issued, fully paid and non-assessable.
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T Cell Sciences, Inc.
November 6, 1995
Page 2
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the reference therein to our firm, and to the
inclusion of this opinion as an exhibit to the Registration Statement.
Very truly yours,
GOODWIN, PROCTER & HOAR