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EXHIBIT 5
MORGAN, LEWIS & BOCKIUS LLP
1701 Market Street
Philadelphia, PA 19103
December 12, 2000
Cell Pathways, Inc.
702 Electronic Drive
Horsham, PA 19044
Ladies and Gentlemen:
We have acted as counsel to Cell Pathways, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating to
the registration of up to 3,250,015 shares (the "Shares") of Common Stock, par
value $0.01, of the Company, to be issued in connection with the Cell Pathways,
Inc. 1997 Equity Incentive Plan; the Cell Pathways, Inc. 1997 Non-Employee
Directors' Plan; the Cell Pathways, Inc. Employee Stock Purchase Plan; the Tseng
Labs, Inc. 1991 Stock Option Plan; the Tseng Labs, Inc. 1991 Special Directors
Stock Option Plan; and the Tseng Labs, Inc. 1995 Stock Option Plan
(collectively, the "Plans"). In rendering the opinion set forth below, we have
reviewed (a) the Registration Statement; (b) the Company's Amended and Restated
Certificate of Incorporation and Bylaws; (c) certain records of the Company's
corporate proceedings as reflected in its minute books; (d) the Plans; and (e)
such records, documents, statutes and decisions as we have deemed relevant. In
our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the original of all documents submitted to us as copies thereof.
Based upon the foregoing, we are of the opinion that if each Share is issued and
paid for in accordance with the terms of the relevant Plan, the shares will be
duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 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,
/s/ Morgan, Lewis & Bockius LLP
