EXHIBIT 8.1
[LETTERHEAD OF PROSKAUER ROSE]
Celgene Corporation
7 Powder Horn Drive
Warren, New Jersey 07059
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the Form S-4
Registration Statement (the "Registration Statement") filed pursuant to the
Agreement and Plan of Merger dated as of June 29, 2000 (the "Merger Agreement")
by and among Celgene Corporation ("Celgene"), a Delaware corporation, Celgene
Acquisition Corp., a California corporation and wholly-owned subsidiary of
Celgene ("Sub") and Signal Pharmaceuticals, Inc., a California corporation
("Signal"), which provides for the acquisition by Celgene of all of the stocks
of Signal in exchange for voting common stocks of Celgene by means of the merger
(the "Merger") of Sub into Signal.
A description of the Merger is set forth in the Proxy Statement/Prospectus
forming part of the Registration Statement.
Our opinion as stated herein is based upon and subject to (i) the Merger and
related transactions being effected in the manner described in the Proxy
Statement/Prospectus and in accordance with the provisions of the Merger
Agreement, (ii) the accuracy of the representations, and compliance with the
covenants, contained in the Merger Agreement, insofar as they relate to or
affect the tax treatment of the Merger, and (iii) none of the consideration
being received by any holder of Signal common stock for that stock being other
than Celgene common stock (except for cash paid for fractional share interests
and cash paid to dissenting Signal shareholders).
In rendering our opinion, we have considered the applicable provisions of the
Code. Treasury Regulations, pertinent judicial authorities, rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant. Any subsequent change therein may adversely affect the conclusions
reached in this opinion.
Subject to the limitations set forth herein, we are of the opinion that the
discussion of the material federal income tax consequences of the Merger set
forth on page of the Proxy Statement/Prospectus is correct.
This opinion is being furnished only to Celgene in connection with the Merger
and the filing of the Registration Statement, and may not be used or relied upon
for any other purpose. This opinion may be included as an exhibit to the
Registration Statement, and in that connection, we hereby consent to the
references to our firm in the Proxy Statement/Prospectus included in the
Registration Statement. In giving this consent, we do not admit 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 Securities and Exchange
Commission thereunder.
Very truly yours,
Proskauer Rose LLP
