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EXHIBIT 5.1
December 15, 2000
Impax Laboratories, Inc.
30831 Huntwood Avenue
Hayward, CA 94544
Dear Sir or Madam:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement"), filed by Impax Laboratories, Inc. (the "Company") on behalf of
certain selling stockholders with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act"), relating to 2,739,216 shares
of the Company's Common Stock, $.01 par value (the "Shares").
As counsel for the Company, we have examined such corporate records,
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion the Shares have been duly and
validly authorized and are legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the prospectus contained therein and elsewhere in the Registration
Statement and prospectus. This consent is not to be construed as an admission
that we are a party whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
/s/ Blank Rome Comisky & McCauley LLP
