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EXHIBIT 5
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02018
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
August 2, 2000
ArQule, Inc.
19 Presidential Way
Woburn, Massachusetts 01801
We are rendering this opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by ArQule, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), on or about the date hereof. The
Registration Statement relates to 1,000,000 shares of the Company's Common
Stock, $0.01 par value (the "Shares"), offered pursuant to the provisions of the
Company's Amended and Restated 1994 Equity Incentive Plan (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with authorization, issuance and sale of the Shares. We
have examined all such documents as we consider necessary to enable us to render
this opinion.
Based upon the foregoing, we are of the opinion that when issued in
accordance with the terms of the Plan, the Shares will be duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement.
Very truly yours,
/s/ PALMER & DODGE LLP
PALMER & DODGE LLP
