Exhibit 5.1
December 18, 2000
IGI, Inc.
Wheat Road & Lincoln Avenue
P.O. Box 867
Buena, NJ 08310
Ladies and Gentlemen:
We have acted as counsel to IGI, Inc. (the "Company") in connection
with the issuance by the Company of not more than 675,000 shares of its
Common Stock, $.01 par value per share (the "IGI Common Stock") pursuant to
the Company's 1999 Director Stock Option Plan (the "Plan").
Prior to rendering this opinion, we have reviewed such certificates,
documents and records as we have deemed necessary for the purposes hereof,
including the following:
a. Copies of the Articles of Agreement and the Bylaws of the
Company as now in effect;
b. The Registration Statement of Form S-8 relating to the IGI
Common Stock to be issued pursuant to the Plan being filed with
the Securities and Exchange Commission contemporaneously
herewith and the exhibits thereto (the "Registration
Statement"); and
c. Resolutions adopted by the Board of Directors of the Company
adopting the Plan and authorizing the issuance of the IGI
Common Stock pursuant thereto; and
Based upon the foregoing and such other investigation as we have
deemed necessary, it is our opinion that when the Registration Statement
shall have become effective pursuant to the provisions of the Securities
Act of 1933 and when the IGI Common Stock shall have been issued and
delivered and the consideration therefor shall have been received by the
Company, all in accordance with the provisions of the Plan, the IGI Common
Stock will be validly issued, fully paid and non-assessable.
We understand that this opinion is to be used in connection with the
Registration Statement and hereby consent (i) to the filing of this opinion
with and as a part of said Registration Statement and (ii) to the use of
our name therein and in the related Prospectus under the caption "Legal
Opinions".
Very truly yours,
DEVINE, MILLIMET & BRANCH
Professional Association
