Exhibit 5.1
[Letterhead of Dorsey & Whitney LLP]
August 2, 2000
Osteotech, Inc.
51 James Way
Eatontown, NJ 07724
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested our opinion with respect to the registration by
Osteotech, Inc., a Delaware corporation (the "Company"), pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, of an aggregate of 1,000,000 shares of the
Company's common stock, $0.01 par value per share (the "Common Stock" or "Common
Shares"), to be offered and sold under the Company's 2000 Stock Plan (the
"Plan").
In so acting, we have examined original or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted such
other investigations of fact and law as we have deemed relevant and necessary to
form a basis for the opinions hereinafter expressed. In conducting such
examination, we have assumed (i) that all signatures are genuine, (ii) that all
documents and instruments submitted to us as copies conform with the originals
and (iii) the due execution and delivery of all documents where due execution
and delivery are a prerequisite to the effectiveness thereof. As to any facts
material to this opinion, we have relied upon statements and representations of
officers and other representatives of the Company and certificates of public
officials and have not independently verified such facts.
Members of our firm are admitted to the Bar of the State of New York and we
do not express any opinion as to the laws of any jurisdiction other than the
Delaware General Corporation Law.
Based upon the foregoing, it is our opinion that the Common Shares, when
issued and paid for in accordance with the Plan, will be validly issued, fully
paid and non-assessable.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
KTC
