Venable LLP
                            1201 New York Avenue, NW
                                   Suite 1000
                               Washington DC 20005
                                 (202) 962-8300


                               September 19, 2003


Celsion Corporation
10220-I Old Columbia Road
Columbia, Maryland 21046

         Re:   Registration for Resale of 18,880,158 Shares
               of Common Stock for Resale on Form S-3
               --------------------------------------------

Ladies and Gentlemen:

         We have acted as counsel to Celsion Corporation, a Delaware corporation
(the "Registrant"), in connection with a registration statement on Form S-3
(File No. 333-108318) filed on August 28, 2003 (as the same may be amended from
time to time, the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), pertaining to the registration for resale, by certain
securityholders named in the Registration Statement, of up to 18,880,158 shares
(the "Registration Shares") of common stock, par value $0.01 per share ("Common
Stock"), of the Registrant, consisting of (a) 12,028,045 currently outstanding
shares of Common Stock (the "Common Shares"), (b) up to 5,002,113 shares of
Common Stock (the "Warrant Shares") underlying Common Stock purchase warrants
(the "Warrants") outstanding and exercisable as of the date hereof and (c) up to
1,850,000 shares of Common Stock (the "Option Shares") underlying options (the
"Options") to purchase Common Stock outstanding and exercisable as of the date
hereof.

         This opinion letter is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

         For the purpose of rendering our opinions as expressed herein, we have
been furnished and have reviewed the following documents:

                  (i)      the Certificate of Incorporation of the Registrant as
filed with the Secretary of State of the State of Delaware (the "Secretary of
State") on May 17, 2000; the Certificate of Designations of the Registrant as
filed with the Secretary of State on August 17, 2000; the Certificate of
Ownership of the Registrant filed with the Secretary of State on August 17,
2000; the Certificate of Amendment of the Registrant as filed with the Secretary
of State on June 5, 2001; the Certificate of Designations of the Registrant as
filed with the Secretary of State on May 29, 2002; the Certificate of
Designations of the Registrant as filed with the Secretary of State on August
20, 2002; and the Certificate of Amendment of the Registrant as filed with the
Secretary of State on November 8, 2002, effective as of November 11, 2002
(collectively, the "Certificate of Incorporation");



Celsion Corporation
September 19, 2003
Page 2
                  (ii)     the bylaws of the Registrant, as amended, and in
effect as of the date hereof (the "Bylaws");

                  (iii)    the Registration Statement;

                  (iv)     a form of subscription agreement (the "Private
Placement Subscription Agreement") relating to the issuance and sale of up to
9,503,045 Common Shares (the "Private Placement Shares") and Warrants to
purchase up to 2,850,914 Warrant Shares (the "Private Placement Warrants");

                  (v)      a form of the Private Placement Warrant;

                  (vi)     a form of subscription agreement (the "Placement
Agent Subscription Agreement") relating to the issuance and sale of Warrants
(the "Placement Agent Warrants") to purchase 1,111,857 Warrant Shares

                  (vii)    a form of the Placement Agent Warrant;

                  (viii)   that certain Subscription Agreement (the "Zong
Subscription Agreement") by and between the Registrant and He Yao Zong, pursuant
to which funds were received on November 12, 2002, relating to the issuance and
sale of up to 900,000 Common Shares (the "Zong Shares");

                  (ix)     that certain Subscription Agreement (the "Liu
Subscription Agreement") by and between the Registrant and Kathy Liu, pursuant
to which funds were received on December 23, 2002, relating to the issuance and
sale of up to 225,000 Common Shares (the "Liu Shares");



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September 19, 2003
Page 3
                  (x)      that certain Subscription Agreement (the "Lowtan
Subscription Agreement") by and between the Registrant and Madhoomatee Lowtan,
pursuant to which funds were received on December 31, 2002, relating to the
issuance and sale of up to 1,050,000 Common Shares (the "Lowtan Shares");

                  (xi)     that certain Consulting Agreement (the "Weinstein
Consulting Agreement") by and between the Registrant and National Securities
(David Weinstein), dated December 27, 2002, relating to the issuance and sale of
up to 50,000 Common Shares (the "Weinstein Shares");

                  (xii)    that certain Letter Agreement (the "Equity Share
Agreement") between the Registrant and Equity Communications LLC, dated December
3, 2002, relating to the issuance and sale of up to 200,000 Common Shares (the
"Equity Shares");

                  (xiii)   that certain Letter Amendment, dated May 22, 2002, to
the Agreement between Equity Communications LLC and the Registrant
(collectively, "Equity Agreement"), dated November 5, 2001, relating to the
issuance and sale of options to purchase up to 250,000 shares of Common Stock
(the "Equity Options");

                  (xiv)    that certain Letter dated September 18, 2003, from
John Mon, Vice President and Corporate Secretary of the Registrant to Venable
LLP indicating that, in lieu of the Equity Options, the Registrant issued
Warrants to purchase up to 250,000 Warrant Shares to Equity Communications LLC
(the "Equity Warrants") pursuant to the Equity Agreement;

                  (xv)     a form of Equity Warrant;

                  (xvi)    that certain Warrant (the "Chizzik Warrant") dated
April 30, 2003, relating to the issuance and sale of Warrants to purchase up to
100,000 Warrant Shares;

                  (xvii)   that certain Letter Agreement (the "Broadmark Letter
Agreement") between the Registrant and Broadmark Capital Corporation, dated
February 15, 2002, relating to the issuance and sale of Warrants to purchase up
to 50,000 Warrant Shares;



Celsion Corporation
September 19, 2003
Page 4
                  (xviii)  that certain Warrant (the "Broadmark Warrant") dated
May 1, 2002, issued by the Registrant to Broadmark Capital Corporation relating
to the issuance and sale of Warrants to purchase up to 50,000 Warrant Shares;

                  (xix)    that certain Letter (the "Moors & Cabot Letter") from
Moors & Cabot, Inc. to the Registrant, dated January 13, 2003, relating to the
issuance and sale of up to 50,000 Common Shares (the "Moors & Cabot Shares");

                  (xx)     that certain Letter Agreement (the "Strategic Letter
Agreement") between the Registrant and Strategic Growth International, Inc.,
dated April 8, 2003, relating to the issuance and sale of warrants to purchase
up to 850,000 shares of Common Stock, of which Warrants (the "Strategic
Warrants") to purchase 350,000 Warrant Shares vested as of April 8, 2003;

                  (xxi)    that certain Agreement (the "Volk Agreement") between
Spencer J. Volk and the Registrant, dated October 4, 2001, relating to the
issuance and sale of Options to purchase up to 1,850,000 Option Shares (the
"Volk Options");

                  (xxii)   those certain Warrants issued by the Registrant to
Mark Dewhirst, dated as of October 1, 2000, May 15, 1999, May 15, 1998 and May
15, 1997, relating to the issuance and sale of up to 3,000, 3000, 3,000 and
5,000 Warrant Shares, respectively (collectively, the "Dewhirst Warrants");

                  (xxiii)  those certain Warrants issued by the Registrant to
Claude Tihon, dated as of May 15, 1999, May 15, 1998, and May 15, 1997, relating
to the issuance and sale of up to 3,000, 3,000 and 5,000 Warrant Shares,
respectively (collectively, the "Tihon Warrants");

                  (xxiv)   that certain Warrant (the "Beard Private Placement
Warrant") issued by the Registrant to Donald S. Beard dated February 19, 1997,
relating to the issuance and sale of Warrants to purchase up to 137,872 Warrant
Shares;

                  (xxv)    those certain Warrants issued by the Registrant to
Donald S. Beard dated as of October 1, 2000, May 15, 1999, and May 15, 1998,
relating to the issuance and sale of up to 3,000, 3,000 and 3,000 Warrant
Shares, respectively (collectively, the "Beard Warrants");



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September 19, 2003
Page 5
                  (xxvi)   those certain Warrants issued by the Registrant to
Gloria C. Li, dated as of October 1, 2000, May 15, 1999, May 15, 1998 and May
15, 1997, relating to the issuance and sale of up to 3,000, 3,000, 3,000 and
5,000 Warrant Shares, respectively (the "Li Warrants");

                  (xxvii)  those certain Warrants issued by the Registrant to
Robert Barnett, dated as of October 1, 2000, May 15, 1999, May 15, 1998 and May
15, 1997, relating to the issuance and sale of up to 3,000, 3,000, 3,000 and
5,000 Warrant Shares, respectively (the "Barnett Warrants");

                  (xxviii) those certain Warrants issued by the Registrant to
David Needham, dated as of October 1, 2000, May 15, 1999, May 15, 1998 and May
15, 1997, relating to the issuance and sale of up to 3,000, 3,000, 3,000 and
5,000 Warrant Shares, respectively (the "Needham Warrants");

                  (xxix)   those certain warrants issued by the Registrant to
Arnold Melman, dated as of October 1, 2000 and June 9, 1997, relating to the
issuance and sale of up to 3,000 and 50,000 shares of Common Stock, respectively
of which Warrants (the "Melman Warrants") to purchase 25,470 Warrant Shares are
covered by this opinion;

                  (xxx)    that certain Warrant issued by the Registrant to
Claude Tihon, dated June 1, 2000, relating to the issuance and sale of up to
50,000 Warrant Shares (the "Tihon Board Member Warrant");

                  (xxxi)   that certain Warrant issued by the Registrant to
LaSalle D. Leffall, Jr., dated June 1, 2000, relating to the issuance and sale
of up to 50,000 Warrant Shares (the "Leffall Warrant");

                  (xxxii)  certain resolutions of the Board of Directors of the
Registrant (the "Board"), certified by an officer of the Registrant, relating
to, among other things, (a) the issuance of the Private Placement Shares, Zong
Shares, Liu Shares, Lowtan Shares, Weinstein Shares, Equity Shares and Moors &
Cabot Shares; (b) the issuance of the Private Placement Warrants, Placement
Agent Warrants, Equity Warrants, Chizzik Warrant, Broadmark Warrant, Strategic
Warrants, Volk Options, Dewhirst Warrants, Tihon Warrants, Beard Private
Placement Warrant, Beard Warrants, Li Warrants, Barnett Warrants, Needham
Warrants, Melman Warrants, Tihon Board Member Warrant and Leffall Warrant; (c)
the approval of the form of Private Placement Subscription Agreement, the form
of Private Placement Warrant, the form of Placement Agent Subscription
Agreement, the form of Placement Agent Warrant, the Zong Subscription Agreement,
the Liu Subscription Agreement, the Lowtan Subscription Agreement, the Chizzik
Warrant, the form of Equity Warrant, the Broadmark Warrant, the Strategic
Warrants, the Dewhirst Warrants, the Tihon Warrants, the Beard Warrants, the Li
Warrants, the Barnett Warrants, the Needham Warrants, the Melman Warrants, the
Tihon Board Member Warrant, the Leffall Warrant, and the transactions
contemplated thereby; and (d) the approval of the Registration Statement;



Celsion Corporation
September 19, 2003
Page 6
                  (xxxiii) a certificate of the Secretary of State of the State
of Delaware dated as of September 12, 2003, as to the good standing of the
Registrant; and

                  (xxxiv)  a certificate of an officer of the Registrant as to
certain matters, dated September 19, 2003 (the "Officer's Certificate").

                   In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In our examination
of documents executed or to be executed by parties other than the Registrant,
its directors and officers, we have assumed that such parties had, have or will
have the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such documents
and the validity and binding effect thereof. For the purpose of rendering our
opinions as expressed herein, we have not reviewed any document other than the
documents set forth above, and we assume there exists no provision of any such
other document that bears upon or is inconsistent with the documents that we
have reviewed or with our opinions as expressed herein. We have conducted no
independent factual investigation of our own, but rather have relied solely upon
the foregoing documents, the statements and information set forth therein, and
the additional matters recited or assumed herein, all of which we assume to be
true, complete and accurate in all material respects.



Celsion Corporation
September 19, 2003
Page 7
                   In addition to the foregoing, for the purpose of rendering
our opinions as expressed herein, we have, with your consent, assumed the
following matters:

                   (1) that (a) except for the (i) counterparty, (ii) date(s),
(iii) number of securities, and (iv) if applicable, the exercise price of the
derivative securities (collectively, the "Specific Terms"), each Private
Placement Warrant conforms to the form of Private Placement Warrant furnished
for our review; (b) except for the Specific Terms, each Private Placement
Subscription Agreement conforms to the form of Private Placement Subscription
Agreement furnished for our review; (c) except for the Specific Terms, each
Placement Agent Subscription Agreement conforms to the form of Placement Agent
Subscription Agreement furnished for our review; (d) except for the Specific
Terms, each Placement Agent Warrant conforms to the form of Placement Agent
Warrant furnished for our review; and (e) except for the Specific Terms, each
Equity Warrant conforms to the form of Equity Warrant furnished for our review;

                   (2) that each of the Private Placement Subscription
Agreements, each of the Private Placement Warrants, each of the Placement Agent
Subscription Agreements, each of the Placement Agent Warrants, and each Equity
Warrant has been duly authorized, executed and delivered by each of the parties
thereto;

                   (3) that the Registrant has received or will receive, prior
to the time of issuance of the Common Shares, the Warrants, the Warrant Shares,
the Options and the Option Shares, as applicable, the entire amount of the
consideration contemplated by (a) the Private Placement Subscription Agreement,
the Private Placement Warrants, the Placement Agent Subscription Agreement, the
Placement Agent Warrants, the Zong Subscription Agreement, the Liu Subscription
Agreement, the Lowtan Subscription Agreement, the Weinstein Consulting
Agreement, the Equity Share Agreement, the Equity Agreement, the Equity Warrant,
the Chizzik Warrant, the Broadmark Letter Agreement, the Broadmark Warrant, the
Moors & Cabot Letter, the Strategic Letter Agreement, the Volk Agreement, the
Dewhirst Warrants, the Tihon Warrants, the Beard Private Placement Warrant, the
Beard Warrants, the Li Warrants, the Barnett Warrants, the Needham Warrants, the
Melman Warrants, the Tihon Board Member Warrant and the Leffall Warrant, as the
case may be and (b) the resolutions of the Board authorizing the issuance of the
Common Shares, the Warrant Shares, the Warrants, the Options and the Option
Shares.

                   (4) that the Registrant has and will have sufficient
authorized, unissued and otherwise unreserved shares of Common Stock available
for issuance at the time of each issuance of the Warrant Shares and the Option
Shares;



Celsion Corporation
September 19, 2003
Page 8
                   (5) that the relevant provisions of the Certificate of
Incorporation, the Bylaws and the General Corporation Law of the State of
Delaware (the "DGCL") in effect at the time of issuance of any of the
Registration Shares did not or will not differ in any relevant respect from the
analogous provisions of the Certificate of Incorporation, the Bylaws and the
DGCL in effect as of the date of this opinion letter and that no additional
relevant provisions shall have been added subsequent to the date hereof;

                   (6) that stock certificates (the "Stock Certificates")
representing the Common Stock, in the form attached as Exhibit C to the
Officer's Certificate, have been or will be duly completed, executed and
delivered by the President and the Secretary of the Registrant to reflect each
due and valid issuance of the Common Shares, the Warrant Shares or the Option
Shares, as the case may be;

                   (7) that no Warrant Shares or Options Shares shall be issued
at a per share price less than the par value thereof; and

                   (8) that each issuance of Registration Shares has been or
will be recorded properly in the stock ledger of the Registrant at the time of
such issuance.

                   Based upon and subject to the foregoing and upon our review
of such matters of law as we have deemed necessary and appropriate in order to
render our opinions as expressed herein, and subject to the assumptions,
limitations, exceptions and qualifications set forth herein, it is our opinion
that

                   (a) the Registration Shares have been duly authorized;

                   (b) the Private Placement Shares, Zong Shares, Liu Shares,
Lowtan Shares, Weinstein Shares, Equity Shares and Moors & Cabot Shares have
been validly issued and are fully paid and nonassessable;

                   (c) when issued, delivered and paid for in accordance with
the terms of the Private Placement Warrants, Placement Agent Warrants, Equity
Warrants, Chizzik Warrant, Broadmark Warrant, Strategic Letter Agreement,
Dewhirst Warrants, Tihon Warrants, Beard Private Placement Warrant, Beard
Warrants, Li Warrants, Barnett Warrants, Needham Warrants, Melman Warrants,
Tihon Board Member Warrant and Leffall Warrant, as the case may be, the Warrant
Shares will be validly issued, fully paid and nonassessable; and



Celsion Corporation
September 19, 2003
Page 9
                   (d) when issued, delivered and paid for in accordance with
the terms of the Volk Agreement, the Option Shares will be validly issued, fully
paid and nonassessable.

                   This letter expresses our opinions with respect to the DGCL
(without regard to the principles of conflict of laws thereof) governing matters
such as due organization and the authorization and issuance of stock as such
laws are in effect as of the date hereof, as well as the pertinent provisions of
the Delaware Constitution, and reported judicial decisions interpreting such
laws related to the matters set forth herein as in effect as of the date hereof.
It does not extend to the securities or "blue sky" laws of any jurisdiction, to
federal securities laws, to the laws of contract or to any other laws of any
other jurisdiction or the rules and regulations of stock exchanges or of any
other regulatory body, and we do not express any opinion as to the effect of any
other laws, rules or regulations on the opinions stated herein. We assume no
obligation to update the opinions set forth herein.

                   We hereby consent to the use of and filing of this opinion
letter and the opinions expressed herein as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
prospectus that forms a part of the Registration Statement, provided, however,
that in giving such consent we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission. This opinion letter and the opinions
expressed herein are being furnished to you solely for submission to the
Commission as an exhibit to the Registration Statement and, accordingly, may not
be relied upon in any other manner without, in each instance, our prior written
consent.

                                            Very truly yours,

                                            /s/ Venable LLP