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EXHIBIT 5.1
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
October 11, 2000
Neose Technologies, Inc.
102 Witmer Road
Horsham, PA 19044
Re: Neose Technologies, Inc. - Registration Statement on Form S-8 Relating
to the NEOSE TECHNOLOGIES, INC. 1995 STOCK OPTION/STOCK ISSUANCE PLAN
Ladies and Gentlemen:
As counsel to Neose Technologies, Inc., a Delaware corporation (the "Company"),
we have assisted in the preparation of the subject 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 690,000 shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), issuable under the Neose Technologies, Inc. 1995
Stock Option/Stock Issuance Plan, as amended and restated as of June 26, 2000
(the "Plan").
In rendering the opinion set forth below, we have reviewed the Registration
Statement and the exhibits thereto, including the plan, certain records of the
Company's corporate proceedings as reflected in its minute books and such
statutes, records and other documents as we have deemed relevant. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all 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, we are of the opinion that the Shares issuable under
the Plan will be, when issued in accordance with the terms of the Plan, validly
issued, fully paid and nonassessable.
The opinion set forth above is limited to the General Corporation Law of the
State of Delaware, as amended.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. 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.
The opinion expressed herein is solely for your benefit and may be relied upon
only by you.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
