Exhibit 5.1
Opinion and Consent of Devine, Millimet & Branch, P.A.
[Letterhead of Devine, Millimet & Branch, P.A.]
September 29, 2000
IGI, Inc.
Wheat Road and Lincoln Avenue
Buena, NJ
Re: IGI, Inc. Registration Statement on Form S-3
Dear Sirs:
We have acted as special counsel to IGI, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of a Registration Statement on Form S-3 (the 'Registration
Statement") under the Securities Act of 1933 (the "Act") relating to the
registration under the Act of 1,907,543 shares of Common Stock of the
Company, $.01 par value per share (the "Securities") to be issued upon
exercise of certain warrants dated October 29, 1999 (the "Warrants") issued
by the Company to American Capital Strategies Ltd. (the "Selling
Shareholder").
In connection with this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such
corporate records, certificates of corporate officers and government
officials and such other documents as we have deemed necessary or
appropriate for the purpose of this opinion. As to various questions of
fact material to this opinion, we have relied upon representations of
officers or directors of the Company and documents furnished to us by the
Company without independent verification of their accuracy. We have also
assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to authentic
original documents of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon due exercise of the Warrants by the Selling
Shareholder, will be validly issued, fully paid and nonassessable.
We are admitted to practice only in the State of New Hampshire and
express no opinion as to matters governed by any laws other than the laws
of the State of New Hampshire, the Delaware General Corporation Law and the
Federal laws of the United States of America.
We hereby consent to the references to us under the heading "Legal
Opinions" in the prospectus forming part of the Registration Statement and
to the filing of this opinion as an Exhibit to 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 Act or
the Rules and Regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
DEVINE, MILLIMET & BRANCH,
PROFESSIONAL ASSOCIATION
