Exhibit 5
CELSION CORPORATION
10220-L Old Columbia Road
Columbia, MD 21046
(410) 290-5390
June 14, 2004
Celsion Corporation
10220-L Old Columbia Road
Columbia, Maryland 21046
Re: Registration Statement on Form S-8 for Shares of Common Stock
Issuable Under the Celsion Corporation 2004 Stock Incentive Plan
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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-8 (the
"Registration Statement") filed this day with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), pertaining to the registration of ten million
(10,000,000) shares of the common stock, par value one cent ($0.01) per share,
of the Registrant (the "Shares") for issuance and sale pursuant to the Celsion
Corporation 2004 Stock Incentive Plan (the "Plan").
This opinion letter is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, I have considered such questions of
law as I have deemed necessary as a basis for the opinions set forth below, and
I have examined or otherwise am familiar with originals or copies, certified or
otherwise identified to my satisfaction, of the following: (i) the Registration
Statement; (ii) the Certificate of Incorporation and Bylaws, in each case as
amended, of the Registrant, as currently in effect; (iii) certain resolutions of
the Board of Directors of the Registrant relating to the adoption of the Plan
and the issuance of the Shares and the other transactions contemplated by the
Registration Statement; (iv) the Plan; and (v) such other documents as I have
deemed necessary or appropriate as a basis for the opinion set forth below. In
my examination, I have assumed the legal capacity of all individuals, the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as certified or photostatic copies and the authenticity of the originals of
such copies. As to any facts material to this opinion that I did not
Celsion Corporation
June 14, 2004
Page 2
independently establish or verify, I have relied upon statements and
representations of officers and other representatives of the Registrant and
others.
I have also assumed that the Registrant shall have sufficient
authorized and unissued shares of Common Stock available at the time of each
issuance of Shares and that the relevant provisions of the Certificate of
Incorporation and Bylaws of the Registrant and the Delaware General Corporation
Law (the "DGCL") and the Delaware State Constitution (the "Delaware
Constitution") in effect at the time of issuance of any of the Shares will not
differ in any relevant respect from the analogous provisions of the Certificate
of Incorporation and Bylaws of the Company and the DGCL and 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.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized for issuance and that when issued, sold, paid
for and delivered in accordance with the terms of the Plan, the 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 such laws are
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 such laws, subject to the limitation set forth in the
last two sentences of this paragraph, and to the facts bearing upon this opinion
as they current exist. I assume no obligation to revise, supplement or update
this opinion in the event of future changes in the DGCL, the Delaware
Constitution or 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 as currently in effect and have made such inquiries as I deem necessary to
render the foregoing opinions.
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
General Counsel