EXHIBIT 5
XXXXXXX XXXXXXXXXX
0000 Xxx Xxxxxxxx Xxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
(000) 000-0000
Fax (000) 000-0000
June 19, 1998
Centocor, Inc.
000 Xxxxx Xxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Re: Centocor, Inc. Consultant Non-Qualified Stock Option Agreements
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Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission relating to 185,200 shares of Common Stock, $.01 par value
per share (the "Shares"), of Centocor, Inc., a Pennsylvania corporation (the
"Company"), issuable under the Company's Non-Qualified Stock Option Agreements
with certain of its consultants (the "Agreements").
We have examined the Certificate of Incorporation, as amended, and the
By-Laws of the Company, and originals, or copies certified to our satisfaction,
of all pertinent records of the meetings of the directors and stockholders of
the Company, the Registration Statement and such other documents relating to the
Company as we have deemed material for the purposes of this opinion.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
We are admitted to practice only in the Commonwealth of Pennsylvania
and we express no opinion concerning any law other than the law of the
Commonwealth of Pennsylvania and the federal law of the United States. Based on
such examination, we are of the opinion that the 185,200 shares of Common Stock
which may be issued upon exercise of options under the Agreements are duly
authorized shares of the Company's Common Stock, and, when issued against
receipt of the consideration therefor in accordance with the provisions of the
Agreements, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears therein.
Respectfully submitted,
/s/ Xxxxxxx Xxxxxxxxxx
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