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EXHIBIT 5.1
Direct Dial: 212-407-4935
e-mail: [email protected]
November 30, 2000
Titan Pharmaceuticals, Inc.
400 Oyster Point Boulevard
South San Francisco, CA
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to Titan Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to the registration of an aggregate of 1,200,000 shares
(the "Shares") of the common stock, par value $.001 per share, of the Company
(the "Common Stock") for resale by certain selling stockholders named therein
(the "Selling Stockholders").
In this connection, we have reviewed (a) the Registration Statement;
(b) the Company's Restated Certificate of Incorporation and Bylaws; (c) the
stock purchase agreements between the Company and certain of the Selling
Stockholders dated November 15, 2000; (d) the form of warrant issued to and
subsequently exercised by one of the Selling Stockholders; and (e) certain
records of the Company's corporate proceedings as reflected in its minute books.
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. Where
factual matters relevant to such opinion were not independently established, we
have relied upon certificates of officers and responsible employees and agents
of the Company. Our opinion set forth below is limited to the General
Corporation Law of the State of Delaware.
Based upon the foregoing, it is our opinion that the Shares have been duly
and validly authorized and issued and are fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to all references to our firm in the Registration
Statement. In giving this consent, we do not thereby concede that we come within
the categories of persons whose consent is required by the Act or the General
Rules and Regulations promulgated thereunder.
Very truly yours,
LOEB & LOEB LLP
