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Exhibit 5
FAEGRE & BENSON LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
November 2, 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 517,500 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. All necessary corporate action on the part of the Company
has 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
FAEGRE & BENSON LLP
