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Exhibit 5.1
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<S> <C> <C> <C>
SMITH, STRATTON, WILLIAM J. BRENNAN, III* OF COUNSEL CHRISTINE L. NICI
WISE, HEHER & BRENNAN CHRISTOPHER S. TARR HUGH D. WISE, JR. CHRISTINE A. BEYER-SAVOCA
ATTORNEYS AT LAW ANN REICHELDERFER JOHN ROBERT HEHER MICHAEL P. LYNCH
600 COLLEGE ROAD EAST WENDY L. MAGER ARTHUR S. LANE (1910-1997) NANCY S. HEARNE
PRINCETON, NEW JERSEY 08540 RICHARD J. PINTO JAMES SCOTT HILL NANETTE M. EMBRES
(609) 924-6000 BRIAN P. SULLIVAN* PRISCILLA MAYE KUGEL
SUZANNE M. McSORLEY COUNSEL JOHN C. MUCCIFORI
FACSIMILE: (609) 987-6651 MARSHA E. NOVICK ROBERT D. FRAWLEY MICHAEL J. REILLY
ROBERT C. JOHNSTON F. CLIFFORD GIBBONS MELODY G. CULTON
PETER R. FREED* ANTONIA M. MOTOLA JANET C. WALSH
THOMAS E. HASTINGS IAN T. HAMMETT TODD A. BECK
DIANE M. FRENIER JOSEPH P. BARRETT
PAUL H. SHUR STEPHANIE MONIQUE BOSWORTH MICHAEL W. KIERNAN
JAY A. GANZMAN CHRISTOPHER P. MORRISON PAUL J. COSGROVE
WILLIAM E. McGRATH, JR. MIYUKI KANEKO *CERTIFIED CIVIL
THOMAS E. SCHORR SCOTT C. PYFER TRIAL ATTORNEY
YALE H. BOHN RICHARD J. ORR
GERALD D. WIXTED GRAYSON H. HEBERLEY III
JEFFREY M. HALL SUSAN L. OLGIATI
EDWARD P. BROMLEY III JAMES N. WELSH, III
BRADLEY L. MITCHELL LISA DORIO RUCH
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October 27, 2000
Alteon Inc.
170 Williams Drive
Ramsey, New Jersey 07446
Ladies and Gentlemen:
We have acted as counsel to Alteon Inc., a Delaware corporation, (the
"Company") in connection with the filing by the Company of a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"), relating to the offer and sale by the selling
stockholders named in the Registration Statement (the "Selling Stockholders") of
2,834,088 shares (the "Shares") of the Company's common stock, $.01 par value,
(the "Common Stock") and 1,133,636 shares of Common Stock to be issued upon the
exercise of warrants (the "Warrants") held by the selling stockholders (the
"Warrant Shares"). The Selling Stockholders acquired one-half of the Shares (the
"Acquired Shares") and one-half of the Warrants on September 29, 2000 pursuant
to a Common Stock and Warrants Purchase Agreement dated as of September 29, 2000
(the "Agreement") and pursuant to the Agreement will acquire the balance of the
Shares (the "Remainder Shares") and Warrants following the effective date of the
Registration Statement.
In connection with the Registration Statement, we have examined such
corporate records, other documents, and questions of law as we have considered
necessary or appropriate for the purposes of this opinion. Subject to the
foregoing and on the basis of such examinations, we are of the opinion that (i)
the Acquired Shares are legally issued, fully paid and nonassessable, (ii) the
Remainder Shares, when issued, sold and delivered in the manner contemplated by,
and in accordance with, the Agreement will be legally issued, fully paid and
nonassessable and (iii) the
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SMITH, STRATTON,
WISE, HEHER & BRENNAN
Warrant Shares, when issued, sold and delivered in the manner contemplated by,
and in accordance with, the Warrants, will be legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus contained therein and elsewhere in the
Registration Statement and Prospectus. By filing this consent we do not admit
that we come within the categories of persons whose consent is required under
Section 7 or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ Smith, Stratton, Wise, Heher & Brennan
Smith, Stratton, Wise,
Heher & Brennan
MEN/rm
