Exhibit 5.1
September 5, 2000
LifeCell Corporation
1 Millennium Way
Branchburg, NJ 08876
Dear Sirs:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of an aggregate of 2,810,771 shares of common stock (the
"Shares"), par value $.01 per share, of LifeCell Corporation, a Delaware
corporation, upon issuance, we have examined such corporate records,
certificates and other documents and such questions of law as we have considered
necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion, the
Shares have been duly authorized and, upon issuance of those Shares not yet
issued, all of the Shares will be 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 under the heading
"Legal Matters" in the Prospectus. 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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