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EXHIBIT 5.1
[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]
December 22, 2000
Cephalon, Inc.
145 Brandywine Parkway
West Chester, PA 19380
Re: Cephalon, Inc. -- Registration Statement on Form S-8 Relating to the
Cephalon, Inc. 2000 Equity Compensation Plan for Employees and
Key Advisors
Ladies and Gentlemen:
We have acted as counsel Cephalon, Inc., a Delaware corporation (the "Company"),
in connection with the preparation of a registration statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating to
1,500,000 shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), issuable under the Cephalon, Inc. 2000 Equity Compensation Plan
for Employees and Key Advisors (the "Plan"). We have examined such certificates,
records, statutes and other documents as we have deemed relevant in rendering
this opinion.
As to matters of fact, we have relied on representations of officers of the
Company. In our examination, we have assumed the genuineness of documents
submitted to us as originals and the conformity with the original of all
documents submitted to us as copies thereof.
Based upon the foregoing, it is our opinion that the Company's Common Stock,
when issued and delivered in accordance with the terms of the Plan, will be
legally issued, fully paid and non-assessable.
The opinion set forth above is limited to the General Corporation Law of the
State of Delaware.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such consent, 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.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
