EXHIBIT 5.1
[ROSS & HARDIES LETTERHEAD]
July 25, 1997
Enzon, Inc.
5601 West Howard Street
Niles, Illinois 60714
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
You have requested our opinion with respect to the registration by
Enzon, Inc. (the "Company") pursuant to a Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), of an aggregate of 1,015,228 shares of the Company's Common Stock, $.01
par value per share (the "Common Stock"), issued upon the conversion of the
Company's previously outstanding Series D Preferred Stock, 200,000 shares of
Common Stock issuable upon the exercise of an outstanding warrant (the
"Warrant") and up to 836,623 shares of Common Stock issuable upon the occurrence
of certain triggering events (herein a "Triggering Event") specified in (i) the
Certificate of Designations, Rights and Preferences relating to the Company's
Series D Preferred Stock (the "Certificate of Designations") and/or (ii) the
Registration Rights Agreement (the "Registration Rights Agreement") dated March
15, 1996, by and among the Company and the other parties thereto.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted such
other investigations of fact and law as we have deemed relevant and necessary to
form a basis for the opinions hereinafter expressed. In conducting such
examination, we have assumed (i) that all signatures are genuine, (ii) that all
documents and instruments submitted to us as copies conform with the originals,
and (iii) the due execution and delivery of all documents where due execution
and delivery are a prerequisite to the effectiveness thereof. As to any facts
material to this opinion, we have relied upon statements and representations of
officers and other representatives of the Company and certificates or public
officials and have not independently verified such facts.
Based upon the foregoing, it is our opinion that the Common Stock
issued upon conversion of the previously outstanding Series D Preferred Stock is
validly issued fully paid and non-assessable and that the Common Stock issuable
upon the proper exercise of the Warrant and/or upon the occurrence of a
Triggering Event will be validly issued, fully paid and non-assessable when
issued in accordance with the terms of such Warrant, the Certificate of
Designations or the Registration Rights Agreement.
We express no opinion as to the laws of any jurisdiction other than
the State of New York and the United States of America. Insofar as the foregoing
opinion relates to matters that would be controlled by the substantive laws of
any jurisdiction other than the United States of America or the State of New
York, we have assumed that the substantive laws of such jurisdiction conform in
all respects to the internal laws of the State of New York.
We hereby consent to the reference to our firm in the Registration
Statement relating to the registration of 2,051,851 shares of Common Stock.
Very truly yours,
ROSS & HARDIES
By: /S/KEVIN T. COLLINS
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Kevin T. Collins
A Partner