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[BAKER $ MCKENZIE LETTERHEAD]
EXHIBIT 5.1
January 9, 2001
Millennium Cell Inc.
1 Industrial Way West
Eatontown, NJ 07724
Re: Millennium Cell Inc.'s Registration Statement on Form S-1
for 152,207 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Millennium Cell Inc., a Delaware
corporation (the "Company"), in connection with the registration of 152,207
shares (the "Shares") of the Company's common stock, $.001 par value per share,
pursuant to the Company's Registration Statement on Form S-1 (the "Registration
Statement") filed at the request of the selling stockholders listed therein.
In such capacity, we have reviewed the Company's charter documents and
the corporate proceedings taken by the Company in connection with the issuance
and sale of the Shares. Based on such review, we are of the opinion that the
Shares have been duly authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, the rules and regulations of the Securities and Exchange
Commission promulgated thereunder, or Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours,
/s/ Baker & McKenzie
BAKER & McKENZIE
