* Xerox pulled out of $6.1 bln deal after shareholder challenge
* Fujifilm in talks with lawyers on filing schedule
* Will consider new offers if they benefit Fujifilm shareholders (Adds more executive comments, background)
TOKYO, May 18 (Reuters) - Fujifilm Holdings Corp is planning to sue Xerox Corp soon deeming that the U.S. photocopier company has no legal right to unilaterally scrap their $6.1 billion merger, a senior Fujifilm executive said on Friday.
"We are currently in talks with lawyers on the schedule for filing the lawsuit and plan to go to court as soon as possible," Chief Operating Officer Kenji Sukeno said at an earnings briefing.
In January, Fujifilm and Xerox agreed to a complex deal to merge Xerox into their 56-year-old Asia joint venture Fuji Xerox and give Fujifilm control.
Xerox pulled out of the deal this week in a settlement with activist investors Carl Icahn and Darwin Deason, who opposed the deal saying it undervalued the U.S. company.
The settlement also saw Xerox Chief Executive Officer Jeff Jacobson - the deal's main architect - as well as five other directors resign. John Visentin, hired by Icahn to assist in his campaign against Xerox, replaced Jacobson.
Sukeno said Fujifilm will point out through litigation that Xerox has no legal right to unilaterally terminate the deal and that the deal is in the best interests of Xerox shareholders.
He also said if the new Xerox board makes new proposals, the Japanese company "would consider them only when they benefit Fujifilm shareholders."
"We don't need to be in a rush to close this deal. We are not bound by time," he said.
Xerox spokespeople could not immediately be reached for comment.
(Reporting by Makiko Yamazaki Editing by Muralikumar Anantharaman and Christopher Cushing)