1 EXHIBIT 5 Bingham Dana LLP 150 Federal Street Boston, MA 02110 March 31, 1998 LeukoSite, Inc. 215 First Street Cambridge, Massachusetts 02142 Dear Sir or Madam: We have acted as counsel for LeukoSite, Inc., a Delaware corporation (the "Company"), in connection with the Company's Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission on March 31, 1998 (the "Registration Statement"). The Registration Statement covers the registration of 150,000 shares of common stock, $.01 par value per share, of the Company (the "Shares"), which are to be issued by the Company pursuant to the LeukoSite, Inc., 1997 Employee Stock Purchase Plan (the "Plan"). We have reviewed the corporate proceedings of the Company with respect to the authorization of the Plan and the issuance of the Shares thereunder. We have also examined and relied upon originals or copies, certified or otherwise identified or authenticated to our satisfaction, of such agreements, instruments, corporate records, certificates, and other documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document. We further assume that all Shares issued pursuant to the Plan will be issued in accordance with the terms of such Plan and that the purchase price of the Shares will be greater than or equal to the par value per share of the Shares. Subject to the limitations set forth below, we have made such examination of law as we have deemed necessary for the purposes of this opinion. This opinion is limited solely to the Delaware General Corporation Law as applied by courts located in Delaware. 2 March 31, 1998 Page 2 Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued and delivered pursuant to the Plan and against the payment of the purchase price therefor, will be validly issued, fully paid, and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ BINGHAM DANA LLP