EXHIBIT 5.1
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EXHIBIT 5.1
[Letterhead of Blank Rome Comisky & McCauley LLP]
June 29, 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 14,703,979
shares of the Company's Common Stock, $.01 par value (the "Shares"), of which
11,341,657 shares are issuable upon conversion of the Company's Series 1-B
Convertible Preferred Stock, $.01 par value (the "Series 1-B Preferred"),
3,000,000 shares are issuable upon conversion of the Company's Series 2
Convertible Preferred Stock, $.01 par value (the "Series 2 Preferred")and
362,322 shares are issuable upon the exercise of warrants to purchase shares of
Common Stock (the "Warrants").
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 issuable upon the
conversion of the Series 1-B and 2 Preferred and the exercise of the Warrants
have been duly and validly authorized and, subsequent to the conversion of the
Series 1-B and 2 Preferred, and in the case of the Warrants, payment of the
exercise price therefor, will be 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
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