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EXHIBIT 5.1
October 18, 2000
Ecogen Inc.
2000 Cabot Boulevard West
Suite 170
Langhorne, Pennsylvania 19047
Re: Ecogen Inc. Registration Statement on Form S-1
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Ladies and Gentlemen:
We are furnishing this opinion of counsel to Ecogen Inc., a Delaware
corporation (the "Company"), for filing as Exhibit 5.1 to the Registration
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Statement on Form S-1 (the "Registration Statement") to be filed by the Company
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with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the resale by the "Selling Stockholders" (as defined in the
Registration Statement) of up to 14,000,000 shares of the Company's common
stock, par value $.01 per share (the "Shares").
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We have examined the Restated Certificate of Incorporation and Bylaws of
the Company, each as amended to date, the Company's Certificate of Designation,
Preferences and Rights of Series 2000-A Convertible Preferred Stock, the
originals or copies, certified or otherwise identified to our satisfaction, of
records of corporate action of the Company as furnished to us by the Company,
certificates of public officials and of representatives of the Company, and such
other instruments and documents as we deemed necessary as a basis for the
opinions hereinafter expressed. In such examination we have assumed the
genuineness of all signatures, the authenticity of all corporate records and
other documents submitted to us as originals and the conformity to original
documents of documents submitted to us as certified or photostatic copies.
Based upon our examination as aforesaid, and in reliance upon our
examination of such questions of law as we deem relevant under the
circumstances, we are of the opinion that the Shares, when purchased as
described in the Registration Statement, will be validly issued, fully paid and
nonassessable.
We express no opinion with respect to the applicability or effect of the
laws of any jurisdiction other than the Delaware General Corporation Law as in
effect on the date hereof.
We hereby consent to the filing of this opinion of counsel as Exhibit 5.1
to the Registration Statement.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
