EXHIBIT 5
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WIGGIN & DANA
Three Stamford Plaza
301 Tresser Boulevard
Stamford, CT 06901
(203) 363-7600 (Phone)
(203) 363- 7676 (Fax)
June 7, 2000
Vion Pharmaceuticals, Inc.
4 Science Park
New Haven, CT 06511
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), by Vion Pharmaceuticals, Inc.
(the "Company"), relating to 1,500,000 shares of the Company's Common Stock,
$.01 par value per share (the "Shares"), to be issued pursuant to the Company's
Amended and Restated 1993 Stock Option Plan (the "Plan").
As counsel for the Company, we have examined such corporate records, other
documents, and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, the Shares being registered
pursuant to the Registration Statement, when issued and paid for under the Plan
in accordance with the terms of the Plan, will be duly authorized, legally
issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
/s/ WIGGIN & DANA
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