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Exhibit 5.1
[LOGO] [LETTERHEAD]
July 12, 2000
Maxim Pharmaceuticals, Inc.
8899 University Center Lane, Suite 400
San Diego, CA 92122
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Maxim Pharmaceuticals, Inc. (the "Company") of a Registration
Statement on Form S-3 (the "Registration Statement"), including a related
prospectus filed with the Registration Statement (the "Prospectus") with the
Securities and Exchange Commission (the "Commission") covering the registration
of 1,548,817 shares of the Company's Common Stock, $.001 par value (the "Common
Stock") that may be sold by certain selling stockholders (the "Shares") and
3,958 shares of the Common Stock that are issuable pursuant to certain warrant
agreements between Comdisco, Inc. and Cytovia, Inc. which were assumed by the
Company (the "Warrant Agreements") and that may be sold by certain selling
stockholders (the "Warrant Shares").
In connection with this opinion, we have examined the Registration Statement and
Related Prospectus, the Company's Amended and Restated Certificate of
Incorporation and Bylaws, as amended, and such other records, documents,
certificates, memoranda and other instruments as we deem necessary as a basis
for this opinion. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof and the due execution and delivery
of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares are validly issued, fully paid, and nonassessable and the
Warrant Shares, when issued and paid for in accordance with the terms of the
Warrant Agreements, will be validly issued, fully paid and nonassessable.
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Maxim Pharmaceuticals, Inc.
Page Two
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ L. KAY CHANDLER
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L. Kay Chandler
