Buchanan Ingersoll
Professional Corporation
(Incorporated in Pennsylvania)
Attorneys
650 College Road East
Princeton, New Jersey 08540
October 23, 2000
Cytogen Corporation
600 College Road East CN 5308
Princeton, New Jersey 08540
Gentlemen:
We have acted as counsel to Cytogen Corporation, a Delaware corporation
(the "Company"), in connection with the filing by the Company of a Registration
Statement on Form S-8 (the "Registration Statement") together with a Reoffer
Prospectus (the "Prospectus") which relates to the public resale, from time to
time, of an aggregate of 2,850,000 shares of the Company's Common Stock, $0.01
par value per share, which have been or may be acquired upon the exercise of
stock options granted pursuant to: (i) a written compensatory agreement granting
options outside of any of the Company's stock option plans to H. Joseph Reiser
dated August 24, 1998 (the "Reiser Agreement"); (ii) a written compensatory
agreement granting options outside of any of the Company's stock option plans to
Lawrence Hoffman dated July 10, 2000 (the "Hoffman Agreement"); and (iii) the
Company's 1999 Stock Option Plan for Non-Employee Directors (the "1999 Plan";
collectively, the Reiser Agreement, the Hoffman Agreement and the 1999 Plan are
referred to herein as the "Plans"). The shares underlying the Registration
Statement and Prospectus are collectively referred to hereinafter as the
"Shares."
In connection with the Registration Statement and Prospectus, we have
examined such corporate records and documents, other documents, and such
questions of law as we have deemed necessary or appropriate for purposes of this
opinion. On the basis of such examination, it is our opinion that:
1. The issuance of the Shares has been duly and validly authorized; and
2. The Shares underlying the Plans, when issued, delivered and sold in
accordance with the terms of the Plans, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and Prospectus.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
/s/ Raymond Thek
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By: Raymond Thek, a member of the firm
