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EXHIBIT 5.1
Satterlee Stephens Burke & Burke LLP
230 PARK AVENUE
NEW YORK, N.Y. 10169-0079
(212) 818-9200
47 MAPLE STREET FAX (212) 818-9606.9607
SUMMIT, N.J. 07901 WWW SITE: http://www.ssbb.com
June 13, 2000
Medarex, Inc.
1545 Route 22 East
Annandale, New Jersey 08801
Re: Medarex, Inc. - Registration Statement on Form S-3
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Gentlemen:
We have acted as counsel to Medarex, Inc., a New Jersey corporation
(the "Company"), in connection with the public offering of 123,001 shares (the
"Shares") of the Company's common stock, par value $.01 per share (the "Common
Stock"). The Shares being offered consist of 123,001 shares (the "Selling
Shareholder Shares") of Common Stock being offered by a certain Selling
Shareholder (the "Selling Shareholder") identified in the Registration Statement
(as defined below). In connection therewith, the Company has filed with the
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933, as amended, a Registration Statement on Form S-3 (the "Registration
Statement"). As such counsel, you have requested our opinion as to the matters
described herein relating to the issuance of the Shares.
We have examined the Company's Restated Certificate of Incorporation,
as amended; the Company's Amended and Restated By-Laws; minutes of the Company's
corporate proceedings, as made available to us by officers of the Company; an
executed copy of the Registration Statement, as amended through the date hereof,
and all schedules and exhibits thereto in the form filed with the SEC; and such
matters of law deemed necessary by us in order to deliver this opinion. In the
course of such examination, we have assumed the genuineness of all signatures,
the authority of all signatories to sign on behalf of their principals, if any,
the authenticity of all documents submitted to us as original documents and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to certain factual matters, we have relied, without
investigation, upon certificates of officers and employees of the Company who we
believe to be reliable, and upon certificates, telegrams and other documents
from, and oral conversations with, public officials.
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Exhibit 5.1
Medarex, Inc. - Registration Statement on Form S-3
June 13, 2000
Page 2
Based upon the foregoing, we are of the opinion that the Selling
Shareholder Shares have been duly and validly authorized, legally issued and are
fully paid and non-assessable with no personal liability attaching to ownership
thereof.
We understand that this opinion to be filed as an exhibit to the
Registration Statement. We consent to such filing and to the use of our name in
the Prospectus included therein under the caption "Legal Matters."
Very truly yours,
/s/ Satterlee Stephens Burke & Burke LLP
