EXHIBIT 5
(Luce, Forward, Hamilton & Scripps LLP Letterhead)
August 3, 2000
Techniclone Corporation
14282 Franklin Avenue
Tustin, California 92780-7017
Re: Registration Statement on Form S-3
Techniclone Corporation common stock, par value $.001 per share
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Ladies and Gentlemen:
We are counsel for Techniclone Corporation, a Delaware corporation (the
"Company"), in connection with the preparation of the Registration Statement on
Form S-3 (the "Registration Statement") as to which this opinion is a part,
filed with the Securities and Exchange Commission (the "Commission") on August
4, 2000 for the resale of up to 4,405,167 shares of common stock, $.001 par
value, of the Company by selling shareholders (the "Shares").
In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies of such corporate records and other
documents and have satisfied ourselves as to such other matters as we have
deemed necessary to enable us to express our opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that:
The issued Shares covered by the Registration Statement and registered on
behalf of the Company, when issued in accordance with the terms and conditions
set forth in the Registration Statement, will be duly authorized, validly
issued, fully paid and nonassessable. The Shares to be issued upon the
conversion of certain warrants and options, as covered by the Registration
Statement and registered on behalf of the Company, when issued in accordance
with the terms and conditions set forth in the Registration Statement, will be
duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus included in the Registration Statement.
Very truly yours,
/s/ LUCE, FORWARD, HAMILTON & SCRIPPS LLP
LUCE, FORWARD, HAMILTON & SCRIPPS LLP
