EX-5.1 3 ex5-1.txt OPINION OF AKERMAN, SENTERFITT & EDISON, P.A. Exhibit 5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. March 5, 2002 IVAX Corporation 4400 Biscayne Boulevard Miami, Florida 33137 Ladies and Gentlemen: IVAX Corporation, a Florida corporation (the "Company"), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3, Registration No. 333-51372 (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act"), a Post Effective Amendment No. 1 to the Registration Statement, dated October 30, 2001 (the "Post-Effective Amendment No. 1"), and a Prospectus Supplement, dated March 5, 2002 (the "Prospectus Supplement"). The Registration Statement, the Post-Effective Amendment No. 1 and the Prospectus Supplement relate to the issuance by the Company of up to 159,730 shares (the "Shares") of the Company's common stock, $.10 par value per share. We have acted as counsel to the Company in connection with the preparation and filing of the Post-Effective Amendment No. 1 and the Prospectus Supplement. In connection with the issuance of the Shares, we have examined, considered and relied upon copies of the following documents: (1) the Company's Articles of Incorporation and the Company's Bylaws; (2) the Registration Statement, the Post-Effective Amendment No. 1 and the Prospectus Supplement, and the exhibits thereto; and (3) such other documents and instruments that we have deemed necessary for the expression of the opinions contained herein. IVAX Corporation March 5, 2002 -------------- Based upon the foregoing examination, we are of the opinion that the Shares have been duly authorized and, when issued, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Post-Effective Amendment No. 1. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Sincerely, AKERMAN, SENTERFITT & EIDSON, P.A. /s/ Akerman, Senterfitt & Eidson, P.A.