EXHIBIT 5.1
[LETTERHEAD OF PROSKAUER ROSE LLP]
Board of Directors of
Celgene Corporation
7 Powder Horn Drive
Warren, New Jersey 07059
Ladies and Gentlemen:
You have requested our opinion in connection with the filing by Celgene
Corporation, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission of a Registration Statement on Form S-4 (the "Registration
Statement") under the Securities Act of 1933 (the "Securities Act") with respect
to 4,144,255 shares of common stock, par value $.01 per share, of the Company
(the "Shares").
We have participated in the preparation of the Registration Statement, and have
examined such records, documents and other instruments as we have deemed
relevant, and have discussed with representatives of the Company and such other
persons such questions of fact as we have deemed proper and necessary as a basis
for rendering this opinion. We have also assumed without investigation the
authenticity of any document submitted to us as an original, the conformity to
originals of any document submitted to us as a copy, the authenticity of the
originals of such latter documents, the genuineness of all signatures and the
legal capacity of natural persons signing such documents.
Based on the foregoing, and in reliance thereon, we are of the opinion that the
Shares (to the extent issued and sold by the Company as described in the
Registration Statement) have been duly authorized and, when issued and delivered
as described in the Registration Statement, will be validly issued, fully paid
and non-assessable.
We express no opinion as to the laws of any jurisdiction other than the laws of
the State of New York, the General Corporation Law of the State of Delaware, and
the laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Proxy Statement/Prospectus contained in the Registration
Statement. In so doing, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
Proskauer Rose LLP
