EXHIBIT 5.1
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
October 26, 2000
Aphton Corporation
80 S.W. 8th Street
Miami, Florida 33130-3047
Dear Sirs:
We have examined the Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
in the form in which it is to be filed by Aphton Corporation (the "Company")
with the Securities and Exchange Commission (the "Commission"), in connection
with the sale from time to time by the selling stockholders named in the
Registration Statement (the "Selling Stockholders") of 1,291,509 shares of
common stock, no par value, of the Company (the "Resale Shares").
In connection with our opinion expressed below, we have examined originals
or copies certified to our satisfaction of such agreements, documents,
certificates and other statements of government officials and corporate officers
of the Company and such other papers as we have deemed relevant and necessary as
a basis for such opinion. As to certain facts material to our opinion, we have
relied, to the extent that we deem such reliance proper, upon certificates of
public officials and of officers of the Company. In rendering such opinion, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to authentic original
documents of all documents submitted to us as certified, conformed or
photostatic copies.
Based upon and subject to the foregoing, it is our opinion that the Resale
Shares have been validly issued and are fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm appearing under the caption "Legal
Matters" in the Prospectus forming part of the Registration Statement. In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ WHITE & CASE LLP
