<PAGE>
EXHIBIT 5.1
BLANK ROME COMISKY & McCAULEY LLP
COUNSELORS AT LAW
ONE LOGAN SQUARE
PHILADELPHIA, PA 19103
December 1, 2000
Impax Laboratories, Inc.
Castor & Kensington Avenues
Philadelphia, PA 19124
Dear Sir or Madam:
We refer to the registration statement on Form S-8, as amended, to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), on behalf of Impax Laboratories, Inc., a Delaware
corporation ("Impax"), relating to 5,000,000 shares of the Impax's common stock,
$0.01 par value, to be issued under the Impax Laboratories, Inc. 1999 Equity
Incentive Plan, as amended (the "Plan").
As counsel to Impax, we have examined such corporate records, other
documents and such questions of law as we have deemed necessary or appropriate
for the purposes of this opinion and, upon the basis of such examinations,
advise you that in our opinion all necessary corporate proceedings by Impax have
been duly taken to authorize the issuance of the common stock pursuant to the
Plan and the shares of common stock being registered pursuant to the
registration statement, when issued and paid for in accordance with the terms of
the Plan, will be duly authorized, validly issued, fully paid and
non-assessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
registration statement, as amended. This consent is not to be construed as an
admission that we are a person whose consent is required to be filed with the
registration statement under the provisions of the Act.
Sincerely,
/s/ Blank Rome Comisky & McCauley LLP
-------------------------------------
Blank Rome Comisky & McCauley LLP
