Exhibit 5.1
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
TEL (212) 715-9100 47, Avenue Hoche
FAX (212) 715-8000 75008 Paris
France
August 10, 2000
Genta Incorporated
99 Hayden Avenue, Suite 200
Lexington, Massachusetts 02421
Ladies and Gentlemen:
We are rendering this opinion in connection with the
Registration Statement on Form S-3 (File No. 333-40634) (the "Registration
Statement") filed by Genta Incorporated, a Delaware corporation (the "Company"),
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Registration Statement relates to up to 382,787 shares (the
"Registered Shares") of the Company's common stock, par value $0.001 per share
("Common Stock"). We understand that the Registered Shares are to be offered and
sold in the manner described in the Registration Statement.
We have acted as your counsel in connection with the
preparation of the Registration Statement. We have made such legal and factual
examinations and inquiries and examined such corporate records, certificates and
other documents as we have considered necessary or appropriate for the purposes
of this opinion. In rendering this opinion, we have (a) assumed (i) the
genuineness of all signatures on all documents examined by us, (ii) the
authenticity of all documents submitted to us as originals and (iii) the
conformity to original documents of all documents submitted to us as photostatic
or conformed copies and the authenticity of the originals of such copies; and
(b) relied on (i) certificates of public officials and (ii) as to matters of
fact, representations, statements and certificates of officers and
representatives of the Company. In giving the opinion set forth below, we give
no assurance that certain of the Registered Shares will not be forfeited to the
Company pursuant to an agreement pursuant to which such shares were issued.
Based upon the foregoing, we are of the opinion that the
Registered Shares have been duly authorized and are validly issued and, to the
extent not forfeited, are fully paid and non-assessable.
We are attorneys admitted to the Bar of the State of New York,
and we do not express any opinion as to any laws other than the General
Corporation Law of the State of Delaware.
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Genta Incorporated
August 10, 2000
Page 2
We hereby consent to the filing of this opinion as a part of
the Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus filed as part thereof. In giving such consent
we do not thereby concede that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
