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Exhibit 5.1
DORSEY & WHITNEY LLP
Pillsbury Center South
220 South Sixth Street
Minneapolis, Minnesota 55402-1498
MGI PHARMA, Inc.
Suite 110
6300 West Old Shakopee Road
Bloomington, MN 55438
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to MGI PHARMA, Inc., a Minnesota corporation (the
"Company"), in connection with a Registration Statement on Form S-3, together
with any subsequent amendments thereto (the "Registration Statement"), relating
to the proposed issuance by the Company of up to an aggregate of 3,000,000
shares of the Company's common stock, $.01 par value per share (the "Common
Stock"). The Common Stock is to be sold from time to time as set forth in the
Registration Statement.
We have examined such documents, including resolutions adopted by the Board
of Directors of the Company at a meeting held on July 24, 2000 (the
"Resolutions"), and have reviewed such questions of law as we have considered
necessary and appropriate for the purposes of our opinion set forth below. In
rendering our opinion, we have assumed the authenticity of all documents
submitted to us as originals, the genuineness of all signatures and the
conformity to authentic originals of all documents submitted to us as copies. We
have also assumed the legal capacity for all purposes relevant hereto of all
natural persons and, with respect to all parties to agreements or instruments
relevant hereto other than the Company, that such parties had the requisite
power and authority (corporate or otherwise) to execute, deliver and perform
such agreements or instruments, that such agreements or instruments have been
duly authorized by all requisite action (corporate or otherwise), executed and
delivered by such parties and that such agreements or instruments are the valid,
binding and enforceable obligations of such parties. As to questions of fact
material to our opinion, we have relied upon certificates of officers of the
Company and of public officials.
Based on the foregoing, we are of the opinion that the Common Stock has
been duly authorized by all requisite corporate action and, upon issuance,
delivery and payment therefor, will be validly issued, fully paid and
nonassessable.
In rendering the opinion set forth above, we have assumed that, at the time
of the issuance and delivery of the Common Stock, the Resolutions will not have
been modified or rescinded, and there will not have occurred any change in the
law affecting the authorization, issuance or delivery of the Common Stock.
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MGI PHARMA, Inc.
July 24, 2000
Page 2
Our opinion expressed above is limited to the laws of the State of
Minnesota and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the caption
"Legal Matters" contained in the prospectus included therein.
Dated: July 24, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
TSH
