Exhibit 5.1
September 5, 2000
LifeCell Corporation
1 Millennium Way
Branchburg, NJ 08876
Re: REGISTRATION STATEMENT ON FORM S-8
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Ladies and Gentlemen:
We have served as special counsel in connection with the preparation of
your Registration Statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), representing the offering and issuance to certain
persons under the LifeCell Corporation Year 2000 Stock Option Plan, as amended
(the "Plan"), of an aggregate of 1,500,000 shares of your Common Stock, $.01 par
value per share (the "Common Stock").
We have examined such corporate records, certificates and other documents
and such questions of law as we have considered necessary and appropriate for
the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion, the
shares of Common Stock issuable under the Plan will be, when sold, paid for and
issued as contemplated by the terms of the Plan, will be duly authorized,
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm in the Registration
Statement. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
LOWENSTEIN SANDLER PC
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