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EXHIBIT 5.1
December 4, 2000
Salix Pharmaceuticals, Ltd.
3801 Wake Forest Road
Suite 205
Raleigh, North Carolina 27609
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 filed on the date
hereof by Salix Pharmaceuticals, Ltd., a British Virgin Islands corporation (the
"Company"), with the Securities and Exchange Commission (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 2,644,200 shares of the Company's Common Stock, no par
value per share (the "Shares"). The Shares are to be resold as described in the
Registration Statement. In our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity with the original of all documents submitted to us as copies
thereof.
As our legal counsel, we have examined the proceedings taken, and are
familiar with the proceedings proposed to be taken, in connection with the sale
of the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the sale of the
Shares, including the proceedings being taken in order to permit such
transactions to be carried out in accordance with applicable state securities
laws, the Shares when sold in the manner referred to in the Registration
Statement and in accordance with the resolutions adopted by the Board of
Directors of the Company, will be legally and 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 the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
/s/ WYRICK ROBBINS YATES & PONTON LLP
