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EXHIBIT 5.1
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
August 1, 2000
Millennium Pharmaceuticals, Inc.
75 Sidney Street
Cambridge, MA 02139
Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration
Statement on Form S-3 (the "Registration Statement") being filed by Millennium
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the Company's:
(i) common stock, $0.001 par value per share (the "Common Stock");
(ii) preferred stock, $0.001 par value per share (the "Preferred
Stock");
(iii) senior debt securities (the "Senior Debt Securities");
(iv) subordinated debt securities (the "Subordinated Debt
Securities" and, together with the Senior Debt Securities, the "Debt
Securities"); and
(v) warrants to purchase Common Stock, Preferred Stock, Senior
Debt Securities and/or Subordinated Debt Securities (the "Warrants");
all of which may be issued from time to time on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act at an aggregate initial offering
price not to exceed $1,000,000,000.
The Senior Debt Securities may be issued pursuant to an Indenture
between the Company and a trustee to be named in such Indenture; and the
Subordinated Debt Securities may be issued pursuant to an Indenture between the
Company and a trustee to be named in such Indenture (collectively, the
"Indentures").
Warrants will be issued pursuant to a Warrant Agreement between the
Company and a bank or trust company as Warrant Agent.
We have examined the Registration Statement, including the exhibits
thereto, and such other documents, corporate records, and instruments and have
examined such laws and regulations as we have deemed necessary for purposes of
rendering the opinions set forth herein. Based upon such examination, we are of
the following opinion:
1. With respect to the Common Stock, when (i) specifically authorized for
issuance by the Company's Board of Directors or an authorized committee
thereof (the "Authorizing Resolutions"), (ii) the Registration
Statement has become effective under the Securities Act, (iii) the
terms of the sale of the Common Stock have been duly established in
conformity with the Company's Certificate of Incorporation and By-laws
and do not violate any applicable law or result in a default under or
breach of any agreement or instrument binding on the Company and
comply with any
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Millennium Pharmaceuticals, Inc.
August 1, 2000
Page 2
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company, (iv) the Common Stock has been
issued and sold as contemplated by the Registration Statement, and (v)
the Company has received the consideration provided for in the
Authorizing Resolutions, the Common Stock will be validly issued,
fully paid and nonassessable.
2. With respect to the Preferred Stock, when (i) specifically authorized
for issuance by the Authorizing Resolutions, (ii) the Registration
Statement has become effective under the Securities Act, (iii)
appropriate Certificate or Certificates of Designation relating to a
class or series of the Preferred Stock to be sold under the
Registration Statement have been duly authorized and adopted and filed
with the Secretary of State of the State of Delaware, (iv) the terms
of issuance and sale of shares of such class or series of Preferred
Stock have been duly established in conformity with the Company's
Certificate of Incorporation and By-laws and do not violate any
applicable law or result in a default under or breach of any agreement
or instrument binding upon the Company and comply with any requirement
or restriction imposed by any court or governmental body having
jurisdiction over the Company, (iv) shares of such class or series of
Preferred Stock have been duly issued and sold as contemplated by the
Registration Statement, and (v) the Company has received the
consideration provided for in the Authorizing Resolutions, such
Preferred Stock will be validly issued, fully paid, and nonassessable.
3. With respect to the Debt Securities, when (i) specifically authorized
for issuance by the Authorizing Resolutions, (ii) the Registration
Statement has become effective under the Securities Act, (iii) the
terms of the Debt Securities and of their issue and sale have been
duly established in conformity with the applicable Indenture and do
not violate any applicable law or result in a default under or breach
of any agreement or instrument binding upon the Company and comply
with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company, (iv) such Debt
Securities have been duly executed and authenticated in accordance
with the applicable Indenture and issued and sold as contemplated in
the Registration Statement, and (v) the Company has received the
consideration provided for in the Authorizing Resolutions, such Debt
Securities will constitute valid and legally binding obligations of
the Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.
4. With respect to the Warrants, when (i) specifically authorized for
issuance by the Authorizing Resolutions, (ii) the Registration
Statement has become effective under the Securities Act, (iii) the
Warrant Agreement relating to the Warrants has been duly authorized,
executed, and delivered, (iv) the terms of the Warrants and of their
issuance and sale have been duly established in conformity with the
Warrant Agreement and do not violate any applicable law or result in
a default under or breach of any agreement or instrument binding upon
the Company and comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company,
(v) the Warrants have been duly executed and countersigned in
accordance with the Warrant Agreement and issued and sold as
contemplated by the Registration Statement, and (vi) the Company has
received the consideration provided for in the Authorizing
Resolutions, the Warrants will constitute valid and legally binding
obligations of the Company, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and
to general equity principles.
We express no opinion with respect to the applicability of any law
other than the state laws of the Commonwealth of Massachusetts, the Delaware
General Corporation Law and United States Federal laws. To the extent that
any applicable document is stated to be governed by the laws of another
jurisdiction, we have assumed for purposes of this opinion that the laws of
such jurisdiction are identical to the state laws of the Commonwealth of
Massachusetts.
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Millennium Pharmaceuticals, Inc.
August 1, 2000
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We have relied as to certain matters on information obtained from
public officials, officers of the Company, and other sources believed by us to
be responsible and we have assumed that the Indentures will be duly authorized,
executed, and delivered by the respective trustees thereunder and the Warrant
Agreement will be duly authorized, executed, and delivered by the Warrant Agent
thereunder, assumptions which we have not independently verified.
It is understood that this opinion is to be used only in connection
with the offer and sale of Common Stock, Preferred Stock, Debt Securities and
Warrants while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b) (5) of Regulation S-K under the Securities Act and to the use of
this Firm's name therein and in the related Prospectus under the caption
"Validity of Securities." In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ HALE AND DORR LLP
