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Exhibit 5
[FAEGRE & BENSON LLP LETTERHEAD]
October 6, 2000
CIMA LABS INC.
10000 Valley View Road
Eden Prairie, MN 55344
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act
of 1933, as amended, of 2,875,000 shares of Common Stock of CIMA LABS INC., a
Delaware corporation (the "Company"), we have examined such corporate records
and other documents, including the Registration Statement on Form S-3 relating
to such shares (as such Registration Statement may be amended from time to time,
the "Registration Statement"), and have reviewed such matters of law as we have
deemed necessary for this opinion, and we advise you that in our opinion:
1. The Company is a corporation duly organized and existing
under the laws of the State of Delaware.
2. When the Board of Directors of the Company or a duly
authorized committee of the Board determines the price and terms of the shares
of Common Stock to be sold by the Company, all necessary corporate action on the
part of the Company will have been taken to authorize the issuance and sale of
such shares of Common Stock by the Company, and, when issued and sold as
contemplated in the Registration Statement, such shares will be legally and
validly issued and fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus constituting a part of the Registration Statement and
to the reference to our firm wherever appearing therein.
Very truly yours,
/s/ Faegre & Benson LLP
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FAEGRE & BENSON LLP
