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EXHIBIT 5.1
[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
June 1, 2000
ILEX Oncology, Inc.
11550 I.H. 10 West, Suite 100
San Antonio, Texas 78230
Gentlemen:
We have acted as counsel for ILEX Oncology, Inc., a Delaware
corporation (the "Company"), in connection with the authorization of 3,000,000
shares (the "Shares") of Common Stock, $.01 par value ("Common Stock"), of the
Company, issuable under the Company's 2000 Employee Stock Compensation Plan (the
"Plan").
In connection therewith, we have examined, among other things, the
Plan, the Certificate of Incorporation and Bylaws of the Company and the
corporate proceedings with respect to the issuance of the Shares and such other
corporate documents as we have deemed appropriate.
Based on the foregoing, and having due regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
to be issued by the Company pursuant to the terms of the Plan have been duly
authorized by all requisite corporate action and, when issued in accordance with
the terms thereof, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our names in the Registration
Statement.
The opinions expressed herein are limited exclusively to the General
Corporation Law of the State of Delaware and the federal securities law of the
United States of America.
The opinions expressed herein are for your sole benefit and may be
relied upon only by you.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
