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Exhibit 5.1
November 15, 2000
Board of Directors
Aronex Pharmaceuticals, Inc.
8707 Technology Forest Place
The Woodlands, Texas 77381
Gentlemen:
We have acted as counsel to Aronex Pharmaceuticals, Inc. (the
"Company") in connection with the Company's Registration Statement on Form S-3
(the "Registration Statement") relating to the registration under the Securities
Act of 1933, as amended (the "Securities Act"), of the offer and sale by the
Company of an aggregate maximum offering of $24,000,000 of shares of common
stock of the Company (the "Shares").
As the basis for the opinions hereinafter expressed, we have examined
such statutes, regulations, corporate records and documents, certificates of
corporate and public officials, and other instruments as we have deemed
necessary or advisable. In such examination we have assumed the authenticity of
all documents submitted to us as originals and the conformity with the original
documents of all documents submitted to us as copies. In addition, we have
assumed that any requisite stockholder approval that may be required by the
Nasdaq Marketplace Rules shall have been obtained prior to the issuance of an
aggregate amount of shares that would require such approval under such Rules.
Based on the foregoing and on such legal considerations as we deem
relevant, we are of the opinion that the Shares have been duly authorized by the
Company and, upon issuance, delivery and payment therefor in the manner
contemplated by the Registration Statement, will be, validly issued, fully paid
and nonassessable.
This opinion is limited in all respects to the General Corporation Law
of the State of Delaware and the laws of the United States of America insofar as
such laws are applicable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and reference to our firm under the caption "Legal
Matters" in the Prospectus included therein. 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 Securities and Exchange Commission thereunder.
Very truly yours,
ANDREWS & KURTH L.L.P.
