Exhibit 5.1
DAVIS POLK & WARDWELL
450 Lexington Avenue
New York, N.Y. 10017
212-450-4000
July 12, 2000
ImClone Systems Incorporated
180 Varick Street
New York, NY 10014
Ladies and Gentlemen:
We have acted as counsel to ImClone Systems Incorporated, a Delaware
corporation (the "Company"), in connection with the preparation of the
Company's Registration Statement on Form S-3 (the "Registration Statement'),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), relating to the registration of (i)
$240,000,000 principal amount at maturity of 5 1/2% Convertible Subordinated
Notes due 2005 (the "Notes"), and (ii) a presently indeterminate number of
shares (the "Shares") of common stock, par value $0.001 per share, of the
Company issuable upon conversion of the Notes.
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary for the purposes of
rendering this opinion.
We are of the opinion that the Notes have been duly authorized by the
Company and, assuming execution and authentication in accordance with the terms
of the Indenture (the "Indenture") referred to in the prospectus contained in
the Registration Statement and delivery and payment therefor in accordance with
the Purchase Agreement dated February 23, 2000, constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, subject
to applicable bankruptcy, insolvency or similar laws affecting creditors'
rights generally and general principles of equity, and are entitled to the
benefits of the Indenture.
On the basis of the foregoing and assuming the due execution and delivery
of certificates representing the Shares, we are of the opinion that the Shares
have been duly authorized and, when issued and delivered upon conversion of the
Notes in accordance with the terms of the Notes and the Indenture, will be
validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus contained in 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 Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell
