EXHIBIT 5.1
June 10, 2004
Celsion Corporation
10220-L Old Columbia Road
Columbia, Maryland 21046
Re: Registration for Resale of 13,376,139 Shares
of Common Stock for Resale on Form S-3
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Ladies and Gentlemen:
I serve as Vice President, General Counsel and Corporate Secretary of
Celsion Corporation, a Delaware corporation (the "Registrant"), and, in my
capacity as General Counsel, I have represented the Registrant in connection
with the preparation and filing of a registration statement on Form S-3 (File
No. 333-115890) filed on May 26, 2004 (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 13,376,139 shares
(the "Registration Shares") of common stock, par value $0.01 per share ("Common
Stock"), of the Registrant, consisting of (a) 8,652,441 currently outstanding
shares of Common Stock (the "Outstanding Shares") and (b) up to 4,723,698 shares
of Common Stock (the "Warrant Shares") underlying Common Stock purchase warrants
(the "Warrants") 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 the opinions expressed herein, I have
examined and am familiar with the actions taken and proposed to be taken by the
Registrant in connection with the issuance and sale of the Outstanding Shares,
the Warrants and the Warrant Shares and I have made such factual and legal
inquiries and examinations as I deemed necessary and appropriate under the
circumstances. In rendering these opinions, I have relied on, among other
things, an examination of such corporate records of the Registrant and
certificates of officers of the Registrant and of public officials and such
other documents as I have deemed necessary and appropriate.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures other than those of the directors and
officers of the Registrant, the authenticity of all documents submitted to me as
originals, the conformity to original documents of all documents submitted to me
as certified, conformed or photostatic copies and the authenticity of the
originals of such latter documents. In my examination of documents executed or
to be executed by parties other than the Registrant, its directors and officers,
I have assumed that such parties had, have or will have the power, corporate or
other, to enter into and perform all
Celsion Corporation
June 10, 2004
Page 2
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. In addition to
the foregoing, for the purpose of rendering my opinions as expressed herein, I
have assumed 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, that the relevant provisions
of the Certificate of Incorporation and the Bylaws of the Corporation and the
General Corporation Law of the State of Delaware (the "DGCL") and the Delaware
State Constitution (the "Delaware Constitution") 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 and the Bylaws of the Registrant, the DGCL and the Delaware
Constitution in effect as of the date of this opinion and that no additional
relevant provisions shall have been added subsequent to the date hereof, that
stock certificates have been or will be duly completed, executed and delivered
by the proper officers of the Registrant to reflect each due and valid issuance
of the Outstanding Shares or the Warrant Shares, as the case may be, that no
Warrant Shares shall be issued at a per share price less than the par value
thereof and 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, it is my opinion
that:
(a) the Registration Shares have been duly authorized;
(b) the Outstanding Shares have been validly issued and are
fully paid and nonassessable; and
(c) when issued, delivered and paid for in accordance with the
terms of the applicable Warrants, the Warrant Shares will be validly issued,
fully paid and nonassessable.
This letter expresses my opinion 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 in effect as of
the date hereof, as well as the pertinent provisions of the Delaware
Constitution as currently in effect, and currently reported judicial decisions
interpreting the DGCL and the Delaware Constitution, subject to the limitation
set forth in the last two sentences of this paragraph, and as the facts bearing
upon this opinion exist as of the date of this opinion. I assume no obligation
to revise, supplement or update this opinion in the event of future changes in
the DGCL, the Delaware Constitution, the interpretation thereof, or in such
facts. This opinion 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 I do not express any opinion as
to the effect of any other laws, rules or regulations on the opinions stated
herein. I am not admitted to practice law in the State of Delaware. However, I
am generally familiar with the DGCL and the Delaware Constitution as currently
in effect and have made such inquiries as I deem necessary to render the
foregoing opinions.
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Celsion Corporation
June 10, 2004
Page 3
I hereby consent to the use of and filing of this opinion letter as an
exhibit to the Registration Statement and to the use of my name under the
caption "Legal Matters" in the prospectus that forms a part of the Registration
Statement; provided, however, that in giving such consent I do not admit that I
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, my prior written consent.
Very truly yours,
/s/ Anita J. Finkelstein
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General Counsel