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Exhibit 5.1
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
January 4, 2001
Immunomedics, Inc.
300 American Road
Morris Plains, New Jersey
07950
Re: Registration Statement on Form S-8 under the Securities
Act of 1933, as amended
Ladies and Gentlemen:
We have acted as counsel to Immunomedics, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of an additional 5,000,000 shares (the "Shares")
of the Company's common stock issuable pursuant to the Immunomedics, Inc. 1992
Stock Option Plan (the "Plan") pursuant to a Registration Statement on Form S-8
(the "Registration Statement").
As such counsel, we have reviewed the corporate proceedings taken by the Company
with respect to the authorization of the issuance of the Shares. We have also
examined and relied upon originals or copies of such corporate records,
documents, agreements or other instruments of the Company as we have deemed
necessary to review. As to all matters of fact (including factual conclusions
and characterizations and descriptions of purpose, intention or other state of
mind), we have entirely relied upon certificates of officers of the Company, and
have assumed, without independent inquiry, the accuracy of those certificates.
We have assumed the genuineness of all signatures, the conformity to the
originals of all documents reviewed by us as copies, the authenticity and
completeness of all original documents reviewed by us in original or copy form
and the legal competence of each individual executing a document. We have also
assumed that the registration requirements of the Act and all applicable
requirements of state laws regulating the sale of securities will have been duly
satisfied.
We further assume that all Shares issued will be issued in accordance with the
terms of the Plan.
This opinion is limited solely to the Delaware General Corporation Law as
applied by courts located in Delaware.
Subject to the foregoing, it is our opinion that the Shares, when issued and
delivered in accordance with the terms of the Plan, will be duly authorized,
validly issued and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Lowenstein Sandler PC
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LOWENSTEIN SANDLER PC
