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Exhibit 5.1
October 5, 2000
Salix Pharmaceuticals, Ltd.
4101 Lake Boone Trail
Suite 418
Raleigh, North Carolina 27607
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 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 927,207 shares of the Company's Common Stock, no par value
per share (the "Shares"). We understand the Shares are to be issued pursuant to
the Company's 1996 Stock Option Plan, as amended. 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 your 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 issuance 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 issued 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 whenever
appearing in the Registration Statement, including the Prospectus constituting a
part thereof, and any amendments thereto.
Very truly yours,
WYRICK ROBBINS YATES & PONTON LLP
