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Exhibit 5.1
[LETTERHEAD OF MICHAEL BEST & FRIEDRICH LLP]
December 12, 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 2,645,000 shares of the
Company's Common Stock, no par value (the "Common Stock"), including the
associated rights to purchase shares of Series A Junior Participating Preferred
Stock, par value $.001 per share (together with the Common Stock, the "Shares")
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, Amendment No. 2, Amendment
No. 3 and Post-Effective Amendment No. 1 thereto as filed with the Commission on
October 17, 2000, November 20, 2000, December 7, 2000 and December 13, 2000,
respectively; (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.
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Based upon and subject to the foregoing, we are of the opinion that
the Shares 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 & Freidrich LLP
