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Exhibit 5.1
[MB&F Letterhead]
November 20, 2000
Bone Care International, Inc.
One Science Court
Madison, Wisconsin 53711
Ladies and Gentlemen:
We have acted as special Wisconsin counsel to Bone Care International,
Inc., a Wisconsin corporation (the "Company"), in connection with the
Registration Statement on Form S-3 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relative to the registration of up to 3,450,000 shares (the
"Shares") of the Company's Common Stock, no par value (the "Common Stock"), to
be offered by the Company.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement on Form S-3 (File No. 333-45662) relating to
the offering of the Shares, as filed with the Securities and Exchange Commission
(the "Commission") on September 12, 2000 under the Securities Act of 1933, as
amended (the "Act"), as amended by Amendment No. 1 and Amendment No. 2 thereto
as filed with the Commission on October 17, 2000 and November 20, 2000,
respectively (as so amended, the "Registration Statement"); (ii) the Articles of
Incorporation of the Company as currently in effect; (iii) the By-laws of the
Company as currently in effect; and (iv) certain resolutions adopted by the
Board of Directors of the Company relating to, among other things, the
registration of the Shares in the Registration Statement. We have also examined
originals or copies, certified or otherwise identified to our satisfaction, of
such records of the Company and such agreements, certificates of public
officials, certificates of officers or representatives of the Company and
others, and such other agreements, documents, instruments, certificates and
records as we have deemed necessary or appropriate as a basis for the opinions
set forth below.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
and records submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts
material to this opinion which we did not independently establish or verify, we
have relied upon oral or written statements and representations of officers and
other representatives of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that
the shares of Common Stock covered by the Registration Statement are, and, when
sold by the Company as described in the Registration Statement, will be, legally
issued, fully paid and non-assessable, except to the extent that such Shares are
assessable as provided in Section 180.0622 of the Wisconsin Business Corporation
Law and judicial interpretations thereof.
We hereby consent to the reference to our firm under the heading
"Legal Matters" in the prospectus included in the Registration Statement and to
the filing of this opinion with the Commission as an exhibit to the Registration
Statement. In giving such consent, we do not concede that we are experts within
the meaning of the Act or the rules and regulations thereunder or that this
consent is required by Section 7 of the Act.
Very truly yours,
/s/ Michael, Best & Friedrich LLP
