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EXHIBIT 5.1
STRADLING YOCCA CARLSON & RAUTH
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
660 NEWPORT CENTER DRIVE, SUITE 1600
NEWPORT BEACH, CALIFORNIA 92660
TELEPHONE (949) 725-4000
FAX (949) 725-4100
August 1, 2000
NeoTherapeutics, Inc.
157 Technology Drive
Irvine, California 92618
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-3 (the "Registration Statement"), to be filed by NeoTherapeutics, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933
for resale of an aggregate of up to 775,000 shares (the "Shares") of Common
Stock, par value $.001 per share, of the Company (the "Common Stock"), as
follows: (i) 750,000 shares of Common Stock (the "Equity Line Shares"), which
may be issued pursuant to a Private Equity Line of Credit Agreement dated March
27, 1998 (the "Equity Line Agreement") between the Company and the selling
stockholder named in the Registration Statement (the "Selling Stockholder") and
(ii) 25,000 shares of Common Stock, which are issuable upon exercise of a
currently outstanding warrant (the "Warrant") issued to the Selling Stockholder.
The Shares may be sold from time to time for the account of the Selling
Stockholder.
We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization, issuance and sale of the securities referred to above.
Based on the foregoing, and assuming that the full consideration for
each Equity Line Share and for each share issuable upon exercise of the Warrant
is received by the Company in accordance with the terms of the Equity Line
Agreement and the Warrant, respectively, it is our opinion that the Shares
covered by the Registration Statement will be validly issued and outstanding,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Prospectus which is part of the Registration Statement.
Very truly yours,
STRADLING YOCCA CARLSON & RAUTH
