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EXHIBIT 5
LAW OFFICES
DRINKER BIDDLE & SHANLEY LLP
(A Pennsylvania Limited Liability Partnership)
105 College Road East
Suite 300
P.O. Box 627
Princeton, New Jersey 08542-0627
Telephone: (609) 716-6500
Fax: (609) 799-7000
PARTNER RESPONSIBLE FOR PRINCETON OFFICE
Jonathan I. Epstein
June 13, 2000
Envirogen, Inc.
4100 Quakerbridge Road
Lawrenceville, NJ 08648
Gentlemen:
We have acted as counsel to Envirogen, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission of the Company's Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to 350,000 shares of Common Stock of the Company, par value
$0.01 per share (the "Shares"), issuable under the 2000 Incentive Stock Option
and Non-Qualified Stock Option Plan (the "Plan").
In that capacity, we have examined the originals or copies, certified
or otherwise identified to our satisfaction, of the Certificate of Incorporation
and the By-laws of the Company, each as amended through the date hereof, the
Plan, resolutions of the Company's Board of Directors, and such other documents
and corporate records relating to the Company and the issuance and sale of the
Shares as we have deemed appropriate. The opinions expressed herein are based
exclusively on the General Corporation Law of the State of Delaware.
In all cases, we have assumed the legal capacity of each natural
person signing any of the documents and corporate records examined by us, the
genuineness of signatures, the authenticity of documents submitted to us as
originals, the conformity to authentic original documents of documents submitted
to us as copies and the accuracy and completeness of all corporate records and
other information made available to us by the Company.
Based upon the foregoing and in consideration of such questions of law
as we have deemed relevant, we are of the opinion that the Shares issued by the
Company under the Plan and paid for in accordance with the terms of the Plan
will be validly issued, fully paid and nonassessable by the Company.
We consent to the use of this opinion as an exhibit to the
Registration Statement. This does not constitute a consent under Section 7 of
the Securities Act of 1933, as amended, because we have not certified any part
of the Registration Statement and do not otherwise come within the categories of
persons whose consent is required under Section 7 or the rules and regulations
of the Securities and Exchange Commission.
Please be advised that Morgan R. Jones, the Secretary of the Company,
is a partner in our firm.
Very truly yours,
/s/ DRINKER BIDDLE & SHANLEY LLP
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DRINKER BIDDLE & SHANLEY LLP
