APP Pharmaceuticals, Inc. – IPO: ‘S-1/A’ on 12/13/01 – EX-5.1

On:  Thursday, 12/13/01   ·   Accession #:  898430-1-503863   ·   File #:  333-70900

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment #3 to Form S-1                             127    667K 
 2: EX-1.1      Underwriting Agreement                                30    135K 
 3: EX-4.2      Specimen Stock Certificate of the Registrant           1      6K 
 4: EX-5.1      Opinion of Morrison & Foerster LLP                     1      8K 
 5: EX-10.11    License Agreement, Dated 10/20/2001                   32    114K 
 6: EX-10.12    Manufacturing Agreement, Dated 10/20/2001             24     80K 
 7: EX-10.17    Group Purchasing Agreement, Dated 12/12/97            22     84K 

EX-5.1   —   Opinion of Morrison & Foerster LLP

EX-5.1
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                                                                     EXHIBIT 5.1

[LETTERHEAD OF MORRISON & FOERSTER LLP] 

December 13, 2001 

American Pharmaceutical Partners, Inc.                                          
10866 Wilshire Boulevard, Suite 1270                                            
Los Angeles, California 90024                                                   

Ladies and Gentlemen:                                                           

     At your request, we have examined the Registration Statement on Form S-1 of
American Pharmaceutical Partners, Inc., a Delaware corporation (the "Company"), 
filed with the Securities and Exchange Commission (the "Registration Statement")
on October 3, 2001, relating to the registration under the Securities Act of    
1933, as amended, of up to 10,350,000 shares of the Company's common stock,     
$0.001 par value per share (the "Stock"), which are authorized but unissued     
stock to be offered and sold by the Company (including up to 1,350,000 shares   
subject to the underwriters' over-allotment option).  The Stock is to be sold to
the underwriters named in the Registration Statement for resale to the public.  

  As counsel to the Company, we have examined the proceedings taken by the
Company in connection with the issuance and sale of the Stock.                  

We are of the opinion that the up to 10,350,000 shares of Stock to be 
offered and sold by the Company have been duly authorized and, when issued and  
sold by the Company in the manner described in the Registration Statement and in
accordance with the resolutions adopted by the Board of Directors of the        
Company, will be validly issued, fully paid and nonassessable.                  

 We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration       
Statement, the prospectus constituting a part thereof and any amendments        
thereto.                                                                        

Very truly yours,   

       /s/ Morrison & Foerster LLP

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1/A’ Filing		Date		Other Filings
Filed on:		12/13/01		8-A12G
		10/3/01		S-1
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