EXHIBIT 5.1
ImClone Systems Incorporated
180 Varick Street
New York, New York 10014
June 5, 2000
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Ladies and Gentlemen:
As Vice President, Business Development and General Counsel of ImClone
Systems Incorporated (the "Company), I advise you as follows in connection with
the filing by the Company of a Registration Statement on Form S-8 being filed
by the Company on the date hereof (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to 3,150,000 shares of common stock, $.001
par value per share, of the Company (the "Shares"). Of the Shares (i) 1,500,000
may be issued pursuant to the ImClone Systems Incorporated 1996 Incentive Stock
Option Plan, As Amended and/or the ImClone Systems Incorporated 1996
Non-Qualified Stock Plan, As Amended, and (ii) 1,000,000 may be issued pursuant
to an option issued to the Company's CEO, and (iii) 650,000 may be issued
pursuant to an option issued to the Company's COO.
I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such corporate documents and records which I have deemed
necessary or appropriate for the purposes of the opinion and have conducted
such other investigations of fact and law as I have deemed necessary or
advisable for purposes of this opinion. I have assumed that the signatures
(other than those of officers of the Company) on all documents that I have
examined are genuine.
Based upon the foregoing, I am of the opinion that the Shares are validly
authorized and, when issued under each of the plans described above in
accordance with the terms thereof, will be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of the opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ John B. Landes
------------------------------------
John B. Landes
Vice President, Business Development
and General Counsel
