Exhibit 5
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10028
Phone 212 806-5400
September __, 2000
Alliance Pharmaceutical Corp.
3040 Science Park Road
San Diego, CA 92121
Re: Alliance Pharmaceutical Corp.
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel for Alliance Pharmaceutical Corp., a New York
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), of a Registration Statement on
Form S-3 (the "Registration Statement"), relating to 900,902 shares of Common
Stock of the Company, par value $0.01 per share (the "Shares"), to be issued
upon the conversion of the Company's 5% subordinated convertible debentures as
set forth in the Selling Shareholders section of the Registration Statement (the
"Selling Shareholders"). The Shares are to be sold from time to time as set
forth in the Registration Statement, the prospectus contained therein and any
amendments or supplements thereto.
As such counsel, we have examined copies of the Amended Certificate of
Incorporation and Bylaws of the Company, each as in effect as of the date
hereof, and the Registration Statement. We also have examined the original or
reproduced or certified copies of all such records of the Company, all such
agreements, certificates of officers and representatives of the Company and
others, and such other documents, papers, statutes and authorities as we deemed
necessary to form the basis of the opinions hereinafter expressed. In such
examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of copies of documents supplied to us by the Company and
others. As to certain matters of fact relevant to the opinions hereinafter
expressed, we have relied upon statements and certificates of officers of the
Company and others.
Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and we do not purport to be experts on, or to
express any opinion herein concerning, any law other than the laws of the State
of New York and the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the Shares
to be offered by the Selling Shareholders, when sold under the circumstances
contemplated in the Registration Statement, will be legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus forming a
part of the Registration Statement. In giving such consent, we do not admit
hereby that we come within the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN LLP
