EXHIBIT 5.1
FORM OF OPINION OF MORSE, ZELNICK, ROSE & LANDER, LLP
Morse, Zelnick, Rose & Lander, LLP
450 Park Avenue
New York, New York 10022
(212) 838-1177
November 15, 2000
Professional Detailing, Inc.
10 Mountainview Road
Upper Saddle River, NJ 07458
Dear Sirs:
We have acted as counsel to Professional Detailing, Inc., a Delaware
corporation (the "Company") in connection with the preparation of a registration
statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), to register the offering by certain selling stockholders (as identified
in the Registration Statement) of 1,131,194 shares of Common Stock.
In this regard, we have reviewed the Certificate of Incorporation of the
Company, as amended, resolutions adopted by the Company's Board of Directors,
the Registration Statement, the other exhibits to the Registration Statement and
such other records, documents, statutes and decisions as we have deemed relevant
in rendering this opinion. Based upon the foregoing, we are of the opinion that
each share of Common Stock being offered has been duly and validly authorized
and is legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such opinion, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
MORSE, ZELNICK, ROSE & LANDER, LLP
