Cadus Corp – ‘S-8 POS’ on 12/23/97 – EX-5

As of:  Tuesday, 12/23/97   ·   Effective:  12/23/97   ·   Accession #:  889812-97-2729   ·   File #:  333-21871

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment No. 2                         5     21K 
 2: EX-4        Amendment No. 2 to Cadus Pharmaceutical                1      5K 
                          Corporation 1996 Incentive Plan                        
 3: EX-5        Opinion of Morrison Cohen Singer & Weinstein, LLP,     2±     8K 
                          as to the Validity of the Securities                   
                          Being Registered                                       
 4: EX-23.1     Consent of Kpmg Peat Marwick LLP                       1      5K 

EX-5   —   Opinion of Morrison Cohen Singer & Weinstein, LLP, as to the Validity of the Securities Being Registered

EX-5
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 EXHIBIT 5

OPINION OF COUNSEL

[Letterhead of Morrison Cohen Singer & Weinstein, LLP]

(212) 735-8600

         December 17, 1997

Cadus Pharmaceutical Corporation                                                
777 Old Saw Mill River Road                                                     
Tarrytown, New York 10591                                                       

Re:     Cadus Pharmaceutical Corporation                    
Post-Effective Amendment No. 2 to           
Registration Statement on Form S-8          

Gentlemen:                                                                      

   We have acted as counsel to Cadus Pharmaceutical Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of     
Post-Effective Amendment No. 2 to the Registration Statement on Form S-8        
("Amendment No. 2") being filed by the Company with the Securities and Exchange 
Commission under the Securities Act of 1933, as amended, covering an aggregate  
of an additional 1,000,000 shares (the "Shares") of common stock of the Company,
$.01 par value per share (the "Common Stock"), issuable upon the exercise of    
stock options and stock appreciation rights which may be granted under the      
Company's 1996 Incentive Plan (the "Plan").                                     

        In so acting, we have examined copies of such records of the Company
and such other certificates and documents as we have deemed relevant and        
necessary for the opinion hereinafter set forth. In such examination, we have   
assumed the genuineness of all signatures, the authenticity of all documents    
submitted to us as originals and the conformity to authentic originals of all   
documents submitted to us as certified or reproduced copies. We have also       
assumed the legal capacities of all persons executing such documents and the    
truth and correctness of any representations or warranties contained therein. As
to various questions of fact material to such opinion, we have relied upon      
certificates of officers of the Company.                                        

       Based upon and subject to the foregoing, we are of the opinion that
the Shares issuable upon exercise of the stock options and stock appreciation   
rights which may be granted under the Plan, when paid for and issued in         
accordance with the terms of such stock options and stock appreciation rights,  
will be validly issued and fully paid and nonassessable.                        

         We hereby consent to your filing copies of this opinion as an exhibit
to Amendment No. 2.                                                             

         Very truly yours,

                                  /s/ Morrison Cohen Singer & Weinstein, LLP

                              MORRISON COHEN SINGER & WEINSTEIN, LLP

Dates Referenced Herein

This ‘S-8 POS’ Filing		Date		Other Filings
Filed on / Effective on:		12/23/97		None on these Dates
		12/17/97
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