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EXHIBIT 5.1
[PILLSBURY MADISON & SUTRO LLP LETTERHEAD]
November 28, 2000
Alliance Pharmaceutical Corp.
3040 Science Park Road
San Diego, California 92121
Re: Alliance Pharmaceutical Corp. Registration Statement on
Form S-4 for Issuance of 770,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Alliance Pharmaceutical Corp., a New York
corporation (the "Company"), in connection with the Registration Statement on
Form S-4 (File No. 333-49676) (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission (the "SEC") for the
purpose of registering with the SEC under the Securities Act of 1933, as
amended (the "Act") up to 770,000 shares (the "Shares") of the Company's
Common Stock, par value $0.01 per share pursuant to the Agreement and Plan of
Merger, dated as of October 11, 2000 (the "Merger Agreement") among the
Company, Alliance Merger Subsidiary, Inc. and Molecular Biosystems, Inc.
This opinion is being furnished in accordance with the requirements of
Form S-4 and Item 601(b)(5)(i) of Regulation S-K.
In connection with the rendering of the opinion set forth below, we have
examined, are familiar with, and to the extent we deemed appropriate we have
relied on originals or copies, certified or otherwise, identified to our
satisfaction, of (i) the Registration Statement, (ii) the Charter and By-laws
of the Company currently in effect, (iii) the Merger Agreement, (iv) certain
resolutions adopted by the Board of Directors of the Company relating to the
Merger Agreement and certain related matters and (v) such other documents,
agreements, records, instruments, certificates of public officials and
certificates of officers or other representatives of the Company or others as
we have deemed necessary or appropriate for purposes of and as a basis for
rendering the opinion set forth below.
In our examination, we have (i) assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as
originals, (ii) assumed the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of
the originals of such copies and (iii) assumed and relied upon the truth,
accuracy and completeness (without independent investigation or
verification) of the information, representations, warranties and statements
contained in the records, documents, instruments and certificates examined by
us and have also assumed the due authorization by all requisite action, and
the due execution and delivery by such parties of all such agreements,
documents, instruments and certificates and the validity and binding effect
thereof. As to any facts material to the opinion expressed herein which we
have not independently established or verified, we have relied upon
statements and representations of officers and other representatives of the
Company.
Our opinion is limited to the applicable provisions of New York Business
Corporation Law (the "Law") and the judicial decisions interpreting such Law.
We express no opinion with respect to the laws of any other jurisdiction and
no opinion is expressed herein with respect to the qualification of the
Shares under the securities or blue sky laws of any state or foreign
jurisdiction.
Based on and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance in connection with the Merger
(as defined in the Merger Agreement) and, upon consummation of the Merger,
the issuance of the Shares and delivery of proper stock certificates therefor
in accordance with the terms and conditions of the Merger Agreement, the
Shares will be validly issued, fully-paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the proxy statement-prospectus which is part of 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, the rules and
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November 28, 2000
Page 2
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
