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Exhibit 5.1
Morse, Zelnick, Rose & Lander, LLP
450 Park Avenue - Room 902
New York, NY 10022
Tel: (212) 838-1177
Fax: (212) 838-9190
(212) 838-1177
October 12, 2000
Delcath Systems, Inc.
1100 Summer Street
Stamford, CT 06905
Dear Sirs:
We have acted as counsel to Delcath Systems, Inc., a Delaware
corporation (the "Company") in connection with the preparation of a registration
statement on Form SB-2, (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), to register the offering by (a) the Company of (i) 1,200,000 Units, each
Unit consisting of one share of Common Stock and one Warrant to purchase a share
of Common Stock (the "Warrants") (and the offering of an additional 180,000
Units if the over-allotment option is exercised); (ii) 1,200,000 shares of
Common Stock included in the Units (and an additional 180,000 shares if the over
allotment Option is exercised), (iii) 1,200,000 Warrants included in the Units
(and an additional 180,000 Warrants if the over-allotment option is exercised),
(iv) 1,800,000 shares of Common Stock issuable upon exercise of the Warrants
included in the Units (and an additional 180,000 shares if the over-allotment
option is exercised), (v) an option (the "Underwriter's Option) to purchase
180,000 Units, (vi) 120,000 Units issuable on exercise of the Underwriter's
Option, (vii) 120,000 shares of Common Stock included in the Units underlying
the Underwriter's Option, (viii) 120,000 Warrants included in Units underlying
Underwriter's Option, (ix) 120,000 shares of Common Stock issuable upon exercise
of the Warrants included in the Units underlying the Underwriter's Option, and
any and all amendments to the Registration Statement, and any Registration
Statements for any additional Units, shares of Common Stock, Warrants, Common
Stock underlying the Units, Warrants underlying the Units, Common Stock
underlying the Warrants, Underwriter's Option, Units underlying the
Underwriter's Option, Common Stock underlying such Units, Warrants underlying
such Units and Common Stock underlying such Warrants, pursuant to Rule 462(b) of
the Act.
In this regard, we have reviewed the Certificate of Incorporation of
the Company, as amended, resolutions adopted by the Company's Board of
Directors, the Registration Statement, the proposed form of the Warrants and the
Underwriter's Option, the other exhibits to the Registration Statement and such
other records, documents, statutes and decisions as we have deemed relevant in
rendering this opinion. Based upon the foregoing, we are of the opinion that:
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Each Unit, each share of Common Stock included in the Units being
offered, each Warrant included in the Units being offered, each share of Common
Stock underlying such Warrants, (and as for any over-allotment option each Unit
issued upon the exercise of such option, share of Common Stock included in such
Units, each Warrant included in the Units being offered, and each share of
Common Stock underlying such Warrants) the Underwriter's Option, the Units
issuable upon exercise of the Underwriter's option, the Common Stock underlying
those Units, the Warrants underlying those Units, and the Common Stock
underlying those Warrants being offered pursuant to the Registration Statement
and all amendments thereto and any Registration Statements pursuant to Rule
462(b) of the Act for additional Units, shares of Common Stock underlying such
Units, Warrants underlying such Units, shares of Common Stock underlying such
Warrants, the Underwriter's Option, the Units issuable upon the exercise of such
option, the Common Stock underlying those Units, the Warrants underlying those
Units, and the Common Stock underlying those Warrants have been duly and validly
authorized for issuance and when issued as contemplated by the Registration
Statement or upon exercise of the Warrants or the Underwriter's Option, will be
legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and any and all amendments thereto, and any Registration
Statements pursuant to Rule 462(b) of the Act for any additional Units, shares
of Common Stock, Warrants, shares of Common Stock underlying the Warrants and
Underwriter's Option (including the Units issuable upon the exercise of the
Underwriter's Option, the Common Stock underlying these Units, the Warrants
underlying these Units and the shares of Common Stock underlying these Warrants.
In giving such opinion, we do not thereby admit that we are acting within the
category of persons whose consent is required under Section 7 of the Act or the
rules or regulations of the Securities and Exchange Commission thereunder.
Members of this firm or their affiliates own an aggregate of 85,060 shares of
Common Stock of the Company.
Very truly yours,
MORSE, ZELNICK, ROSE & LANDER, LLP
