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EXHIBIT 5.1
OPINION OF LATHAM & WATKINS
[LATHAM & WATKINS LETTERHEAD]
Nexell Therapeutics Inc.
9 Parker
Irvine, California 92618
December 7, 2000
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the registration by Nexell Therapeutics Inc., a Delaware
corporation (the "Registrant"), of an aggregate maximum offering of $25,000,000
of shares of common stock of the Registrant (the "Shares"), under the Securities
Act of 1933, as amended (the "Act"), on that certain registration statement on
Form S-3 filed with the Securities and Exchange Commission (the "Commission") on
December 7, 2000 (File No. 333-[_____]) (the "Registration Statement"), you have
requested our opinion with respect to the matters set forth below.
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the Company
in connection with the authorization, issuance and sale of the Shares, and for
the purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed. In addition, we have made such legal
and factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.
In our examination, 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 copies.
We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder and we express no opinion with respect to the
applicability thereto, or the effect thereon, of any other laws.
Subject to the foregoing, it is our opinion that the Shares have been duly
authorized, and, upon issuance, delivery and payment therefor in the manner
contemplated by the Registration Statement, will be validly issued, fully paid
and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters".
Very truly yours,
/s/ Latham & Watkins
