COVANCE INC
S-8, 2000-05-09
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
Previous: NEOMEDIA TECHNOLOGIES INC, 10QSB, 2000-05-09
Next: EAGLE WIRELESS INTERNATIONAL INC, 8-K, 2000-05-09



      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY __, 2000
                                                    REGISTRATION NO. 333-_______

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  COVANCE INC.
             (Exact name of Registrant as specified in its Charter)

       DELAWARE                210 CARNEGIE CENTER              22-3265977
(State of Incorporation) PRINCETON, NEW JERSEY 08540-6233    (I.R.S. Employer
                              (Address of principal       Identification Number)
                               executive offices)

                          EMPLOYEE STOCK PURCHASE PLAN
                     2000 EMPLOYEE EQUITY PARTICIPATION PLAN

                            (Full Title of the Plans)

                            Jeffrey S. Hurwitz, Esq.
                        Corporate Senior Vice President,
                          General Counsel and Secretary
                                  Covance Inc.
                               210 Carnegie Center
                        Princeton, New Jersey 08540-6233
                     (Name and address of agent for service)

                                 (609) 452-4430
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
                                     Proposed Maximum        Proposed Maximum
 Title of Securities  Amount to be   Offering Price per     Aggregate Offering          Amount of
  to be Registered     Registered         Share(1)               Price(1)           Registration Fee
- ----------------------------------------------------------------------------------------------------
<S>                     <C>              <C>                   <C>                      <C>
Common Stock, Par       2,000,000        $7.67656              $15,353,120              $4,053.23
Value $.01 per
share; issued under
Employee Stock
Purchase Plan
- ----------------------------------------------------------------------------------------------------
Common Stock, Par       3,600,000        $9.03125              $32,512,500              $8,583.30
Value $.01 per
share; issued under
2000 Employee Equity
Participation Plan
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933, based on
the average of the high and low prices of the registrant's Common Stock on May
4, 2000 and, in the case of the shares to be issued under the Employee Stock
Purchase Plan, reflecting that purchases under that plan will be made at 85% of
the share's fair market value.
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed or to be filed by Covance Inc. ("the
Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement as of their respective
dates:

           1. The Company's Annual Report on Form 10-K for the fiscal year ended
      December 31, 1999 filed pursuant to the Securities Exchange Act of 1934,
      as amended (the "Exchange Act"), containing audited financial statements
      for the Registrant's latest fiscal year, including any amendment or report
      filed for the purpose of updating such description.

           2. The Company's  Quarterly  Report on Form 10-Q for the period
      ending March 31, 2000.

           3. The Company's Proxy Statement in connection with the 2000 Annual
      Meeting of Shareholders filed with the Commission on March 3, 2000.

           4. The description of the Company's Common Stock contained in the
      Company's Registration Statement on Form 10, declared effective by the
      Commission on November 26, 1996 pursuant to Section 12(b) of the Exchange
      Act, including any amendment or report filed for the purpose of updating
      such description.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing with the
Commission of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or effects the
deregistration of the balance of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be part hereof from the
date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Incorporated by reference to Registrant's Form 10 declared effective by
the Commission on November 26, 1996 pursuant to Section 12(b) of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Jeffrey S. Hurwitz, Corporate Senior Vice President, General Counsel and
Secretary of the Company, issued the opinion as to the legality of securities
being registered herein, attached as Exhibit 5.1 hereto. Mr. Hurwitz
participates in the Employee Stock Purchase Plan as well as other Company stock
and option benefit plans and holds directly shares of the Company's Common
Stock.

<PAGE>


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      As permitted by the Delaware Law, the Company's Restated Certificate of
Incorporation provides that directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, relating to prohibited dividends or distributions or the repurchase or
redemption of stock or (iv) for any transaction from which the director derives
an improper personal benefit. In addition, the Company's Restated Certificate of
Incorporation provides for indemnification of the Company's officers and
directors to the fullest extent permitted under Delaware law. Section 145 of the
Delaware Law provides that a corporation may indemnify any persons, including
officers and directors, who were or are, or are threatened to be made, parties
to any threatened, pending or completed legal action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of such corporation), by reason of the fact that such person
was an officer, director, employee or agent of such corporation or is or was
serving at the request of such corporation as an officer, director, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, for criminal proceedings,
had no reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses that such officer or
director actually and reasonably incurred. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"), may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

      The directors and officers of the Company are insured against certain
liabilities under the Company's directors' and officers' liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

<PAGE>


ITEM 8.  EXHIBITS.

    Exhibit
       No.      Document
    -------     --------

      4.1       Employee Stock Purchase Plan, as amended.

      4.2       2000 Employee Equity Participation Plan.

      5.1       Opinion of General Counsel as to the legality of securities
                being registered.

      23.1      Consent of PricewaterhouseCoopers LLP.

      23.2      Consent of General Counsel (contained in the opinion filed as
                Exhibit 5.1 to this Registration Statement).

      24.1      Power of Attorney (included on Signature Page).

ITEM 9.  UNDERTAKINGS.

      The undersigned Company hereby undertakes:

      (1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;

           (i)  to  include  any  prospectus  required  by  Section 10(a)(3) of
      the Securities Act.

           (ii) to reflect in the prospectus any facts or events arising after
      the effective date of this Registration Statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      Registration Statement. Notwithstanding the foregoing, any increase or
      decrease in volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any
      deviation from the low or high end of the estimated maximum offering range
      may be reflected in the form of prospectus filed with the Commission
      pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
      price represent no more than a 20% change in the maximum aggregate
      offering price set forth in the "Calculation of Registration Fee" table in
      this Registration Statement.

           (iii) to include any material information with respect to the plan of
      distribution not previously disclosed in the Registration Statement or any
      material change to such information in the Registration Statement;

Provided, however, that paragraphs (i) and (ii) of this section do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

<PAGE>


      (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      (4) that, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Princeton and State of New Jersey on May 8,
2000.

                         COVANCE INC.

                         By: /s/ CHRISTOPHER A. KUEBLER
                             ---------------------------------------------------
                                 Christopher A. Kuebler
                                 Chairman, President and Chief Executive Officer

                                POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and appoints
Jeffrey S. Hurwitz and Ross A. Hyams each of them, his true and lawful
attorneys-in-fact and agents each with full power of substitution and
resubstitution for him in any and all capacities to sign any and all amendments
(including pre- or post-effective amendments) to this Registration Statement on
Form S-8 and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, hereby ratifying and confirming all that
each such attorney-in-fact, or his substitute or substitutes, may do or cause to
be done by virtue thereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

        SIGNATURE                    TITLE                              DATE
        ---------                    -----                              ----

/s/ CHRISTOPHER A. KUEBLER   Chairman of the Board,                  May 8, 2000
- ---------------------------  President and Chief Executive Officer
Christopher A. Kuebler       (Principal Executive Officer)

/s/ CHARLES C. HARWOOD, JR.  Corporate Senior Vice President and     May 8, 2000
- ---------------------------  Chief Financial Officer (Principal
Charles C. Harwood, Jr.      Financial Officer)

/s/ MICHAEL GIANNETTO        Vice President and Controller           May 8, 2000
- ---------------------------  (Principal Accounting Officer)
Michael Giannetto

/s/ ROBERT M. BAYLIS         Director                                May 8, 2000
- ---------------------------
Robert M. Baylis

/s/ VAN C. CAMPBELL          Director                                May 8, 2000
- ---------------------------
Van C. Campbell

/s/ IRWIN LERNER             Director                                May 8, 2000
- ---------------------------
Irwin Lerner

/s/ J. RANDALL MACDONALD     Director                                May 8, 2000
- ---------------------------
J. Randall MacDonald

/s/ NIGEL W. MORRIS          Director                                May 8, 2000
- ---------------------------
Nigel W. Morris

/s/ KATHLEEN G. MURRAY       Director                                May 8, 2000
- ---------------------------
Kathleen G. Murray

/s/ WILLIAM A. UGHETTA       Director                                May 8, 2000
- ---------------------------
William A. Ughetta

<PAGE>


                                  EXHIBIT INDEX

EXHIBIT NO     DOCUMENT                                             PAGE NO.
- ----------     --------                                             --------

4.1            Employee   Stock  Purchase  Plan,  as  amended.
               FILED HEREWITH.
4.2            2000  Employee   Equity   Participation   Plan.
               FILED HEREWITH.
5.1            Opinion  of  the  General  Counsel  as  to  the
               legality  of   securities   being   registered.
               FILED HEREWITH.
23.1           Consent of  PricewaterhouseCoopers  LLP.  FILED
               HEREWITH.
23.2           Consent  of  General   Counsel   (contained  in
               opinion   filed   as   Exhibit   5.1  to   this
               Registration Statement).  FILED HEREWITH.
24.1           Power  of  Attorney   (included   on  Signature
               Page).  FILED HEREWITH.




                                                                     EXHIBIT 4.1

                                  COVANCE INC.

                          EMPLOYEE STOCK PURCHASE PLAN

      The Covance Inc. Employee Stock Purchase Plan (the "Plan") is intended to
provide the eligible employees of Covance Inc. (the "Company") a convenient
means of purchasing shares of the Company's common stock, par value $.01 per
share (the "Stock"). As initially adopted, the Plan is not intended to qualify
as an "employee stock purchase plan" under section 423 of the Internal Revenue
Code of 1986, as amended (the "Code"). The Company may in the future determine
that the Plan should qualify under section 423 of the Code. At such time, the
Company shall re-adopt the Plan as a Code section 423 Plan and the Plan will
then be administered, interpreted and construed in a manner consistent with the
requirements of section 423 of the Code. Specifically, Article X of the Plan
shall not become effective until the Company re-adopts the Plan as a Code
section 423 Plan.

                                    ARTICLE I

                                   DEFINITIONS

1.1   "ACCOUNT" means the bookkeeping account established on behalf of each
participant by the Committee to record payroll deduction contributions made by
such participant and shares of stock purchased on his behalf.

1.2   "BOARD" means the Board of Directors of the Company.

1.3   "BUSINESS DAY" means each day on which the New York Stock Exchange is open
for business.

1.4   "COMPENSATION" means all regular salary, wages or earnings, including
overtime, commissions and bonuses and amounts that would have been treated as
taxable wages but for their exclusion under Code section 401(k) or 125, but
excluding amounts realized from the exercise of qualified or non-qualified stock
options, severance payments and reimbursement of expenses.

1.5   "COMMITTEE" means the committee appointed pursuant to Article VIII to
administer the Plan.

1.6   "EMPLOYEE" means any person who is employed by the Company on a full-time
basis or a part-time basis consisting of at least 20 regularly scheduled hours
per week. For the purpose of determining whether an individual is an Employee,
the definition of Company shall also include the Company's subsidiaries, if any,
as defined under Code section 424(f).

1.7   "EFFECTIVE DATE" means January 1, 1997.

1.8   "ENTRY DATE" means the first date of any Offering Period.

1.9   "OFFERING COMMENCEMENT DATE" means the first Business Day of each Offering
Period.

1.10  "OFFERING PERIOD" means each calendar quarter, or such shorter period that
the Committee may prescribe.

<PAGE>


1.11  "OFFERING TERMINATION DATE" means the last Business Day of each Offering
Period.

1.12  "PARTICIPANT" means an Employee who has met the eligibility requirements
of Article II and who has elected to participate pursuant to an election under
Section 3.1.

1.13  "PLAN YEAR" means the 12-month period ending December 31.

1.14  "SHARES" means shares of Stock that have been allocated to a Participant's
Account.

                                   ARTICLE II

                                   ELIGIBILITY

2.1   ELIGIBILITY. Except as provided in Section 2.2, all individuals who are
Employees shall be eligible to participate in the Plan as of the Entry Date
which coincides with or next follows the date on which the individual became an
Employee.

2.2   ELIGIBILITY RESTRICTIONS. An Employee shall not be eligible to participate
in the Plan for any period of time during which he is employed by the Company or
any subsidiary outside of the United States if he is not paid from the Company's
United States payroll during that time.

                                   ARTICLE III

                                  PARTICIPATION

3.1   COMMENCEMENT OF PARTICIPATION. An eligible Employee may become a
Participant in the Plan on any Entry Date by completing an enrollment and
payroll deduction form and delivering it to the Company in accordance with
procedures established by the Committee.

3.2   PAYROLL DEDUCTION. At the time a Participant files his enrollment and
payroll deduction form, he shall elect to have after-tax deductions made from
his Compensation in an amount stated as a whole percentage of his Compensation,
ranging from one percent (1%) to ten percent (10%).

3.3   PARTICIPANTS' ACCOUNTS. All payroll deductions made from a Participant's
Compensation shall be credited to his Account and used to purchase shares of
Stock in accordance with Article V. Contributions credited to a Participant's
Account shall not accrue interest or earnings during the period prior to being
used to purchase shares of Stock in accordance with Article V.

3.4   CHANGES IN PAYROLL DEDUCTIONS. The percentage designated by a Participant
as his rate of contribution under Section 3.2 shall automatically apply to
increases and decreases in his Compensation. A Participant may elect to change
the rate of his contributions to any rate permissible under Section 3.2 at any
time in accordance with the procedures established by the Committee.

<PAGE>


                                   ARTICLE IV

                                    OFFERINGS

4.1   OFFERINGS. The Plan shall be implemented through offerings of the
Company's Stock made at the beginning of each Offering Period. Each Offering
Period shall begin on the Offering Commencement Date and shall end on the
Offering Termination Date.

4.2   PURCHASE PRICE. The "Purchase Price" per share of Stock with respect to
each Offering Period shall be the lesser of:

      4.2.1  Eighty-five (85) percent of the mean between the highest and lowest
quoted selling prices of the Stock on the New York Stock Exchange (or on such
other national securities exchange upon which the Stock may then be listed,
hereinafter referred to as the "Exchange") on the Offering Termination Date, or
if no sale of Stock occurred on such date, the official closing price on the
preceding Business Day; or

      4.2.2. Eighty-five (85) percent of the mean between the highest and lowest
quoted selling prices of the Stock on the Exchange on the Offering Commencement
Date, or if no sale of Stock occurred on such date, the official closing price
on the preceding Business Day.

4.3   Maximum Offering. The maximum number of shares of Stock which shall be
issued under the Plan, subject to adjustment upon changes in capitalization of
the Company as provided in Section 9.3, shall be 3,000,000 shares. If the total
number of shares which would be purchased during any Offering Period exceeds the
maximum number of available shares, the Committee shall make a pro rata
allocation of the available shares in a manner that it determines to be
equitable and the balance of payroll deductions credited to the Accounts of
Participants shall be returned to such Participants as soon as administratively
practicable.

                                    ARTICLE V

                                PURCHASE OF STOCK

5.1   AUTOMATIC EXERCISE. On each Offering Termination Date, each Participant
shall automatically and without any act on his part be deemed to have purchased
Stock to the full extent of the payroll deductions credited to his Account
during the Offering Period ending on such Offering Termination Date.

5.2   FRACTIONAL SHARES. Fractional shares of Stock may be purchased under the
Plan.

5.3   ACQUISITION OF STOCK. The Company may acquire Stock for use under the Plan
from authorized but unissued shares, treasury shares, in the open market or in
privately negotiated transactions.

5.4   ACCOUNTING FOR PURCHASED STOCK. All shares of Stock purchased pursuant to
Section 5.1 shall be allocated as Shares to the appropriate Participant's
Account as of the Offering Termination Date on which such shares are purchased.

<PAGE>


                                   ARTICLE VI

                                   ACCOUNTING

6.1   GENERAL. The Committee shall establish procedures to account for payroll
deductions made by a Participant, the number of Shares of Stock purchased on a
Participant's behalf and the number of Shares allocated to a Participant's
Account.

6.2   ALLOCATION OF STOCK. Shares of Stock allocated to a Participant's Account
shall be registered in the name of the Company or its nominee for the benefit of
the Participant on whose behalf such shares were purchased.

6.3   ACCOUNTING FOR DISTRIBUTIONS. Shares of Stock distributed or sold from a
Participant's Account shall be debited from his Account on a first-in first-out
basis.

6.4   ACCOUNT STATEMENTS. Each Participant shall receive at least quarterly
statements of all payroll deductions and shares of Stock allocated to his
Account together with all other transactions affecting his Account.

                                   ARTICLE VII

                          WITHDRAWALS AND DISTRIBUTIONS

7.1   WITHDRAWAL OF SHARES. A Participant may elect to withdraw any number of
Shares allocated to his Account by providing notification to the Company in
accordance with procedures established by the Committee. As soon as
administratively practicable following notification of a Participant's election
to withdraw Shares, the Committee shall cause a certificate representing the
number of Shares to be withdrawn to be delivered to the Participant.

7.2   DISTRIBUTION UPON TERMINATION. When a Participant terminates his
employment with the Company, any payroll deductions allocated to his Account and
not yet applied to purchase Stock in accordance with Section 5.1 shall be used
to purchase Stock on the next Offering Termination Date that immediately follows
his termination of employment. As soon as administratively practicable following
that Offering Termination Date, a certificate representing all of the
Participant's Shares shall be distributed to him (or his executor, in the event
that he is not alive on the date of distribution).

                                  ARTICLE VIII

                                 ADMINISTRATION

8.1   APPOINTMENT OF COMMITTEE. The Board shall appoint a Committee to
administer the Plan, which shall consist of no fewer than three members. The
Board may from time to time appoint members to the Committee in substitution for
or in addition to members previously appointed and may fill vacancies, however
caused, in the Committee.

8.2   AUTHORITY OF COMMITTEE. The Committee shall have the exclusive power and
authority to administer the Plan, including without limitation the right and
power to interpret the provisions of the Plan and make all determinations deemed
necessary or advisable for the administration of the Plan. All such actions,
interpretations and determinations which are done or made by the Committee in
good faith shall be final, conclusive and binding on the Company, the
Participants and all other parties and shall not subject the Committee to any
liability.

<PAGE>


8.3   COMMITTEE PROCEDURES. The Committee may select one of its members as its
Chairman and shall hold its meetings at such times and places as it shall deem
advisable and may hold telephone meetings. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decision or determination reduced to writing and
signed by a majority of the members of the Committee shall be as fully effective
as if it had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary and shall make such rules and regulations for
the conduct of its business as it shall deem advisable.

8.4   EXPENSES. The Company will pay all expenses incident to the operation of
the Plan, including the costs of recordkeeping, accounting fees, legal fees and
the costs of delivery of stock certificates to Participants.

                                   ARTICLE IX

                                  MISCELLANEOUS

9.1   TRANSFERABILITY. Neither payroll deductions credited to a Participant's
Account nor any rights with regard to the purchase of Stock under the Plan may
be assigned, transferred, pledged or otherwise disposed of in any way by the
Participant other than by will or the laws of descent and distribution.

9.2   STATUS AS OWNER. Each Participant shall be deemed to legally own all
shares of Stock allocated to his Account and shall be entitled to exercise all
rights associated with ownership of the shares, including, without limitation,
the right to vote such shares in all matters for which Stock is entitled to
vote, receive dividends, if any, and tender such shares in response to a tender
offer.

9.3   ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event of a
reorganization, recapitalization, stock split, spin-off, split-off, split-up,
stock dividend, combination of shares, merger, consolidation or any other change
in the corporate structure of the Company, or a sale by the Company of all or
part of its assets, the Board may make appropriate adjustments in the number and
kind of shares which are subject to purchase under the Plan and in the exercise
price applicable to outstanding options.

9.4   AMENDMENT AND TERMINATION. The Board shall have complete power and
authority to terminate or amend the Plan, including without limitation, the
power and authority to make any amendment that may be deemed to affect the
interests of any Participant adversely. The Plan and all rights of Employees
hereunder shall terminate: (i) at any time, at the discretion of the Board, in
which case any cash balance in Participants' Accounts shall be refunded to such
Participants as soon as administratively possible; or (ii) on the Offering
Termination Date on which Participants become entitled to purchase a number of
shares of Stock that exceeds the maximum number of shares available under the
Plan.

9.5   NO EMPLOYMENT RIGHTS. The Plan does not, directly or indirectly, create in
any Employee any right with respect to continuation of employment by the Company
and it shall not be deemed to interfere in any way with the Company's right to
terminate, or otherwise modify, an Employee's terms of employment at any time.

9.6   WITHHOLDING. To the extent any payments or distributions under this Plan
are subject to Federal, state or local taxes, the Company is authorized to

<PAGE>


withhold all applicable taxes. The Company may satisfy its withholding
obligation by (i) withholding shares of Stock allocated to a Participant's
Account, (ii) deducting cash from a Participant's Account, or (iii) deducting
cash from a Participant's other compensation. A Participant's election to
participate in the Plan authorizes the Company to take any of the actions
described in the preceding sentence.

9.7   HOLDING OF FUNDS. The Company shall not be obligated to hold payroll
deductions made under the Plan in trust or to otherwise segregate such amounts.

9.8   CHOICE OF LAW. Except to the extent superseded by Federal law, the laws of
the State of New Jersey will govern all matters relating to the Plan.

                                    ARTICLE X

                                CODE SECTION 423

      This Article X shall become effective only if the Board adopts a
resolution providing that this Plan is intended to qualify as an "employee stock
purchase plan" under Code section 423. Such resolution shall state the date that
this Section shall become effective.

10.1  RESTRICTIONS ON PARTICIPATION. Notwithstanding any provisions of the Plan
to the contrary, no Employee shall be granted an option to participate in the
Plan under the following conditions:

        10.1.1  No Employee shall be granted an option if, immediately after the
                grant, such Employee would own stock, and/or hold outstanding
                options to purchase stock, possessing 5% or more of the total
                combined voting power or value of all classes of stock of the
                Company (for purposes of this paragraph, the rules of ss.424(d)
                of the Code shall apply in determining stock ownership of any
                Employee); or

        10.1.2  No Employee shall be granted an option which permits his rights
                to purchase Stock under the Plan and all other employee stock
                purchase plans (as described in section 423 of the Code) of the
                Company to accrue at a rate which exceeds $25,000 of fair market
                value of such Stock (determined at the time such option is
                granted) for each calendar year in which such option is
                outstanding at any time. For purposes of this Section 10.1.2:

                10.1.2.1   the right to purchase stock under an option accrues
                           when the option (or any portion thereof) first
                           becomes exercisable during the calendar year;

                10.1.2.2   the right to purchase stock under an option accrues
                           at the rate provided in the option, but in no case
                           may such rate exceed $25,000 of fair market value of
                           such stock (determined at the time such option is
                           granted) for any one calendar year; and

                10.1.2.3   a right to purchase stock which has accrued under one
                           option granted pursuant a plan may not be carried
                           over to any other option.

<PAGE>


10.2  AMENDMENT OF PLAN. The Board shall not, without the approval of the
shareholders of the Company (i) increase the maximum number of shares which may
be offered under the Plan (except pursuant to Section 9.3); (ii) modify the
requirements as to eligibility for participation in the Plan; or (iii) in any
other way cause the Plan to fail the requirements of section 423 of the Code.

10.3  SHAREHOLDER APPROVAL. The Plan must be approved by a majority of the
shareholders of the Company within 12 months following the date that the Board
re-adopts the Plan as a Plan intended to qualify as an "employee stock purchase
plan" under Code section 423.



                                                                     EXHIBIT 4.2

                                  COVANCE INC.

              2000 EMPLOYEE EQUITY PARTICIPATION PLAN

1.    PURPOSE

      The Covance Inc. 2000 Employee Equity Participation Plan (the "Plan") is
intended to (i) encourage executive, managerial, technical and other Employees
of Covance Inc. (the "Corporation") or a Subsidiary (as defined below) to become
owners of stock of the Corporation in order to increase their proprietary
interest in the Corporation's success; (ii) to stimulate the efforts of certain
key executive, managerial, technical and other Employees by giving suitable
recognition to services which contribute materially to the Corporation's
success; and (iii) to provide such Employees with additional incentive and
reward opportunity.

2.    EFFECTIVE DATE AND DURATION OF PLAN

      The Plan shall become effective upon its approval by the stockholders of
the Corporation. Unless previously terminated by the Corporation's Board of
Directors (the "Board"), the Plan shall have a term of ten years.

3.    DEFINITIONS

      (a) "1934 Act" means the Securities and Exchange Act of 1934, as amended,
including the rules and regulations promulgated thereunder.

      (b) "Award" means a stock option, SAR (as defined below), stock award (as
defined below), any other award made pursuant to the terms of the Plan, or any
combination of them, as described in and granted under the Plan.

      (c) "Award Agreement" is defined in Section 13 hereof.

      (d) "Change of Control" is defined in Section 12(b).

      (e) "Code" means the Internal Revenue Code of 1986, as amended, including
any rules and regulations promulgated thereunder or any successor body of laws,
rules and regulations.

      (f) "Committee" means the Compensation and Organization Committee of the
Board of Directors or such other committee as is appointed by the Board to
administer the Plan.

      (g) "Employee" means an employee or a consultant of the Corporation or a
Subsidiary.

      (h) "Fair Market Value" means the average of the highest and the lowest
quoted selling prices of the Shares on the New York Stock Exchange Composite
Tape on the valuation date, or, if there were no sales on the valuation date,
the average of the highest and lowest quoted selling prices on the New York
Stock Exchange Composite Tape on the first trading day before and the first
trading day after the valuation date.

      (i) "Grant Price" is defined in Section 9 hereof.

      (j) "ISO" means an incentive stock option as defined in Section 422 of the
Code.

<PAGE>


      (k) "Non-Statutory Option" means an option that is not an ISO.

      (l) "Participant" means an Employee who has been granted an Award under
the Plan.

      (m) "Prior Plan" means the Covance Inc. Employee Equity Participation
Program.

      (n) "SAR" means a stock appreciation right.

      (o) "Shares" means the common stock of the Corporation, par value $0.01
per share.

      (p) "Stock Award" means an award other than a stock option or SAR.

      (q) "Subsidiary" means an entity that is directly or indirectly controlled
by the Corporation or any entity, including an acquired entity, in which the
Corporation has a significant equity interest, as determined by the Committee.

      (r) "Treasury Shares" means authorized and issued, but not outstanding,
Shares.

4.    PLAN ADMINISTRATION

      (a) The Committee shall be responsible for administering the Plan. If
considered appropriate by the Board in light of applicable laws, rules, or
regulations, the Committee shall be comprised of two or more non-employee
members of the Board each of whom is a "Non-Employee Director" within the
meaning of Rule 16b-3 under the 1934 Act and an "outside director" within the
meaning of Section 162(m) of the Code.

      (b) The Committee shall have full and exclusive power to interpret the
Plan and to adopt such rules, regulations, and guidelines for carrying out the
Plan as it may deem necessary or proper, all of which power shall be executed in
the best interests of the Corporation and in keeping with the provisions and
objectives of the Plan. This power includes, but is not limited to (i) selecting
Award recipients and the extent of their participation; (ii) establishing all
Award terms and conditions; (iii) adopting procedures and regulations governing
Awards; and (iv) making all other determinations necessary or advisable for the
administration of the Plan. All decisions made by the Committee shall be final,
binding and conclusive on all persons interested in the Plan or any Awards.

      The Committee may delegate from time to time during the term of the Plan
to one or more executive officers or directors of the Corporation the authority
to carry out some or all of its responsibilities provided that the Committee may
not delegate its authority and powers in any way which would be inconsistent
with the requirements of the Code or the 1934 Act. The Committee may at any time
rescind the authority delegated to any such executive officer or director.

      To the extent consistent with the Corporation's Amended and Restated
Certificate of Incorporation, no member of the Committee shall be liable for any
action or determination with respect to the Plan, and the members shall be
entitled to indemnification and reimbursement in the manner provided in the
Corporation's Restated Certificate of Incorporation, as amended, modified or
supplemented from time to time. In the performance of its functions under the
Plan, the Committee shall be entitled to rely upon information and advice
furnished by the Corporation's officers, accountants, counsel and any other
party the Committee deems necessary, and no member of the Committee shall be
liable for any action taken or not taken in reliance upon any such advice.

<PAGE>


      (c) The Committee may, from time to time, alter or amend, and the Board of
Directors may terminate, the Plan as it shall deem advisable, subject to any
requirement for shareholder approval imposed by applicable law or securities
exchange listing requirements. However, the Committee and Board may not, without
the approval of the Corporation's shareholders, amend the Plan to increase the
number of Shares that may be issued under the Plan (except for adjustments
pursuant to Section 6 hereof), or reduce the minimum Grant Price per share
specified by Section 9(a) hereof.

      (d) The termination of the Plan, either pursuant to Section 2, Section
4(c) or otherwise, shall not cause any previously granted Awards to terminate.
After the termination of the Plan, any previously granted Awards shall remain in
effect and shall continue to be governed by the terms of the Plan, the Awards,
and any applicable Award Agreements.

5.    PARTICIPATION

      The individuals who shall be eligible to receive Awards under the Plan
shall be Employees (including officers who are directors) as the Committee or
one or more executive officers or directors, in accordance with Section 4(b)
hereof shall approve from time to time.

6.    LIMITATION ON NUMBER OF SHARES

      (a) Subject to the provisions of this Section 6 and Section 7 hereof, up
to 3,600,000 Shares may be issued under the Plan. The stock subject to the
provisions of this Plan shall be shares of authorized but unissued Shares and
Treasury Shares.

      (b) In addition to the Shares authorized by Section 6(a) hereof, the
following Shares may be issued under the Plan: (i) Shares that were available
for issuance under the Prior Plan but were not issued or subject to options
granted under the Prior Plan, (ii) Shares that are forfeited under the Prior
Plan and Shares that are not issued under the Prior Plan because of the
cancellation, termination or expiration of awards, and/or other similar events
under the Prior Plan, (iii) Shares that a Participant tenders, or has withheld,
in payment of all or part of the Grant Price under a stock option granted under
the Plan or the Prior Plan, or in satisfaction of tax withholding obligations
hereunder or thereunder, and (iv) Shares that are issued under the Plan which
are subsequently forfeited in accordance with the terms of the Award or an Award
Agreement or shares that are not issued because of the cancellation,
termination, or expiration of Awards and/or similar events under the Plan.

      (c) Subject to the adjustment provisions set forth herein, not more than
500,000 Shares shall be issued under Awards other than stock options and SARs.

      (d) Subject to the foregoing provisions of this Section 6, if an Award may
be paid only in Shares or in either cash or Shares, the Shares shall be deemed
to be issued hereunder only when and to the extent that payment is actually made
in Shares. However, the Committee may, in its discretion, authorize a cash
payment under an Award in lieu of Shares.

<PAGE>


      (e) Subject to the adjustment provisions set forth herein, an individual
Participant may not receive Awards with respect to more than 10% of the number
of Shares specified in Section 6(a) hereof over the term of the Plan.

7.    ADJUSTMENT PROVISIONS

      In the event that any dividend or other distribution (whether in the form
of Shares, other securities, or other property), extraordinary cash dividend,
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of
Shares or other securities, the exercisability of stock purchase rights received
under the Corporation's Rights Agreement with Harris Trust and Savings Bank
dated December 31, 1996, the issuance of warrants or other rights to purchase
Shares or other securities, or other similar corporate transaction or event
materially affects the Shares with respect to which Awards have been or may be
issued under the Plan, then the Committee shall, in a manner and to the extent
that the Committee deems appropriate to prevent any dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan,
adjust any or all of:

      (a) the number and type of securities that thereafter may be issued under
the Plan,

      (b) the number and type of securities subject to outstanding Awards, and

      (c) the Grant Price or purchase price with respect to any Award, or, if
deemed appropriate, make provision for a cash payment to the holder of an
outstanding Award.

      However, no adjustment shall be authorized with respect to incentive stock
options to the extent that the adjustment would cause the options to violate
Section 422(b) of the Code or any successor provision. In addition, the number
of securities subject to any Award denominated in Shares shall always be a whole
number.

      In the event the Corporation acquires another entity by means of a merger,
consolidation, acquisition of property or stock, reorganization or otherwise,
the Committee shall be authorized to cause the Corporation to issue or to assume
stock options or stock appreciation rights, whether or not in a transaction to
which Section 424(a) of the Code applies, by means of substitution of new
options or rights for previously issued options or rights or an assumption of
previously issued options or rights.

      Subject to any required action by the Corporation's shareholders, if the
Corporation is a party to any merger or consolidation where the Corporation is
not the survivor, a Participant holding an outstanding Award valued directly or
indirectly by Shares shall be entitled to receive, upon the exercise of the
Award, the same per Share consideration (cash, shares or other consideration) on
the same terms that a holder of the same number of Shares that are subject to
the Participant's Award would be entitled to receive pursuant to the merger or
consolidation.

8.    TERMINATION OF GRANTS UNDER THE PRIOR PLAN

      Effective upon the approval of this Plan by the Corporation's
shareholders, no further grants of options, rights, units or other awards are or
will be permitted under the Prior Plan. All grants and awards under the Prior
Plan that remain outstanding after the approval of this Plan by the
Corporation's shareholders shall be administered and paid in accordance with the
provisions of the Prior Plan; PROVIDED, HOWEVER, that the shares related to such
grants and awards which have not been issued prior to this Plan's approval by
the Corporation's shareholders shall be issuable under this Plan in accordance
with Section 9(e) hereof.

<PAGE>


9.    AWARDS UNDER THE PLAN

      The following types of Awards may be granted under this Plan, singly, or
in combination as the Committee may determine from time to time:

      (a) Stock Options - A stock option shall represent a right to purchase a
specified number of Shares at a stated exercise price (the "Grant Price") during
a specified time, not to exceed ten years from the date of grant, as determined
by the Committee. The Grant Price per Share for each stock option shall not be
less than 100% of the Fair Market Value on the date of grant. A stock option may
be in the form of an ISO or a Non-Statutory Option which in each case is
consistent with the applicable terms, conditions, and limitations established by
the Committee. Upon satisfaction of the applicable conditions to exercisability
specified in the terms and conditions of the Award Agreement, the Participant
shall be entitled to exercise the option in whole or in part and to receive,
upon satisfaction or payment of the Grant Price in the manner contemplated in
this Section 9(a), the number of Shares in respect of which the option shall
have been exercised.

      The Shares covered by a stock option may be purchased by methods permitted
by the Committee, including: (i) a cash payment; (ii) tendering Shares owned for
at least six months by the Participant, valued at the Fair Market Value at the
date of exercise; (iii) authorizing the Corporation to sell the Shares (or a
sufficient portion thereof) acquired upon exercise of a stock option, and
assigning to the Corporation a sufficient amount of the sale proceeds to pay for
all the Shares acquired through such exercise and any tax withholding
obligations resulting from such exercise, or (iv) any combination of the above.

      The Committee may not grant additional stock options under the Plan to a
Participant contingent upon the surrender of Shares owned by the Participant in
payment of the Grant Price of a stock option granted under the Plan.

      (b) SARs - An SAR shall represent a right to receive a payment in cash,
Shares, or a combination thereof as determined by the Committee, equal to the
excess of the Fair Market Value of a specified number of Shares on the date the
SAR is exercised over an amount which shall be no less than the Fair Market
Value on the date the SAR was granted as set forth in the applicable Award
Agreement.

      (c) Other Stock Awards - A Stock Award shall represent an Award made in
Shares or denominated in units equivalent in value to Shares or any other Award
based on or related to Shares. All or part of any Stock Award may be subject to
conditions and restrictions established by the Committee, and set forth in the
applicable Award Agreement, which may include, but are not limited to,
continuous service with the Corporation or a Subsidiary and/or the achievement
of Corporation or individual performance goals. The performance criteria that
shall be used by the Committee in granting Stock Awards contingent on
performance goals for officers to which 162(m) of the Code is applicable shall
consist of stock price, earnings level, and return on equity or such other
criteria that shall satisfy the requirements of Section 162(m) or any successor
provision.

      (d) Dividends - The Committee may provide that Awards under Section 9(c)
of the Plan earn dividends or dividend equivalents. Such dividends or dividend
equivalents may be paid currently or may be credited to a participant's account.

<PAGE>


Any crediting of dividends or dividend equivalents may be subject to such
restrictions and conditions as the Committee may establish, including
reinvestment in additional Shares or Share equivalents.

      (e) Prior Plan Awards - Awards which, pursuant to their terms, would have
been made under the Prior Plan but were not done so prior to the approval of
this Plan by the Corporation's shareholders, such as "reload" options and
additional performance shares earned under restricted stock agreements, shall be
issued under the Plan in accordance with the terms of the Prior Plan.

10.   PAYMENTS AND PAYMENT DEFERRALS

      Payment of Awards may be in the form of cash, Shares, other Awards, or
combinations thereof as the Committee shall determine, and with such
restrictions as it may impose. The Committee also may require or permit
participants to elect to defer the receipt or issuance of Shares from stock
options or Stock Awards or the settlement of Awards in cash under such rules and
procedures as it may establish under the Plan. It also may provide that deferred
settlements of Awards include the payment or crediting of earnings on deferred
amounts, or the payment or crediting of dividend equivalents where the deferred
amounts are denominated in Share equivalents. In addition, the Committee may
stipulate in an Award Agreement, either at the time of grant or by subsequent
amendment to such Award Agreement, that a payment or portion of a payment of an
Award be delayed in the event that Section 162(m) of the Code (or any successor
or similar provision of the Code affecting tax deductibility) would disallow a
tax deduction by the Corporation for all or a portion of such payment. The
period of any such delay in payment shall be until the payment, or portion
thereof, is tax deductible, or such earlier date as the Committee shall
determine.

11.   TRANSFERABILITY

      During the lifetime of a Participant, the Award shall be exercisable only
by such Participant and Awards shall not be transferable or assignable other
than by will or the laws of descent and distribution, or pursuant to qualified
domestic relations orders as defined in or meeting the requirements of the Code
or Title I of the Employee Retirement Income Security Act of 1974, as amended
PROVIDED, HOWEVER, that, in the discretion of the Committee, a Non-Statutory
Option may, in connection with a Participant's estate plan, be assigned in whole
or in part during the Participant's lifetime to one or more members of the
Participant's immediate family or to a trust established exclusively for one or
more such family members. The assigned portion may only be exercised by the
person or persons who acquire a proprietary interest in the Option pursuant to
the assignment. The terms applicable to the assigned portion shall be the same
as those in effect for the Option immediately prior to such assignment and shall
be set forth in such documents issued to the assignee as the Committee may deem
appropriate.

12.   CHANGE OF CONTROL

      (a) In the event of a Change of Control, all Awards which have not vested
shall immediately vest upon the occurrence of such Change of Control.

      (b) A "Change of Control" shall be deemed to occur if and when: (i) any
person (including as such term is used in Section 13(d) and 14(d)(2) of the 1934
Act) becomes the beneficial owner, directly or indirectly, of securities
representing 20% or more of the combined voting power of the Corporation's then
outstanding securities; or (ii) as a result of a proxy contest or contests or
other forms of contested shareholder votes (in each case either individually or
in the aggregate), a majority of the individuals elected to serve on the

<PAGE>


Corporation's Board of Directors are different than the individuals who served
on the Corporation's Board of Directors at any time within the two years prior
to such proxy contest or contests or other forms of contested shareholder votes
(in each case either individually or in the aggregate); or (iii) when the
Corporation's shareholders approve a merger, or consolidation (where in each
case the Corporation is not the survivor thereof), or sale or disposition of all
or substantially all of the Corporation's assets or a plan or partial or
complete liquidation; or (iv) when an offeror (other than the Corporation)
purchases shares of the Corporation's Common Stock pursuant to a tender or
exchange offer for securities representing 20% or more of the combined voting
power of the Corporation's then outstanding securities.

13.   AWARD AGREEMENTS

      Each Award under the Plan shall be evidenced by an agreement setting forth
its terms, conditions, and limitations for each Award, and the provisions
applicable in the event the Participant's employment terminates (an "Award
Agreement"). The Committee need not require the execution of any such agreement
by the recipient, in which case acceptance of the Award by the respective
Participant shall constitute agreement by the Participant to the terms and
conditions of the Awards.

14.   TAX WITHHOLDING

      The Corporation shall have the right to deduct from any settlement of an
Award made under the Plan, including the delivery or vesting of Shares, or
require the payment of, a sufficient amount to cover withholding of any federal,
state or local or other governmental taxes or charges required by law or such
greater amount of withholding as the Committee shall determine from time to time
and as permitted by applicable laws, rules and regulations, or to take such
other action as may be necessary to satisfy any such withholding obligations. If
the Committee permits or requires Shares to be used to satisfy required tax
withholdings, such Shares shall be valued at the Fair Market Value as of the tax
recognition date for such Award or such other date as may be required by
applicable law, rule or regulation.

15.   OTHER BENEFIT AND COMPENSATION PROGRAMS

      Unless otherwise specifically determined by the Committee, settlements of
Awards received by Participants under the Plan shall not be deemed a part of a
Participant's regular, recurring compensation for purposes of calculating
payments or benefits from any Corporation benefit plan or severance program.
Further, the Corporation or any Subsidiary may adopt from time to time other
compensation programs, plans or arrangements as it deems appropriate or
necessary.

16.   UNFUNDED PLAN

      Unless otherwise determined by the Committee, the Plan shall be unfunded
and shall not create (or be construed to create) a trust or a separate fund or
funds. The Plan shall not establish any fiduciary relationship between the
Corporation and any participant or other person. To the extent any person holds
any rights by virtue of an Award granted under the Plan, such rights shall
constitute general unsecured liabilities of the Corporation and shall not confer
upon any participant any right, title, or interest in any assets of the
Corporation.

<PAGE>


17.   REGULATORY APPROVALS

      The implementation of the Plan, the granting of any Award under the Plan,
and the issuance of Shares upon the exercise or settlement or any Award shall be
subject to the Corporation's procurement of all approvals and permits required
by regulatory authorities having jurisdiction over the Plan, the Awards granted
under it, or the Shares issued pursuant to it.

18.   RIGHTS AS A STOCKHOLDER

      A Participant shall have no rights as a stockholder with respect to Shares
covered by an Award until the date the Participant or his nominee is the holder
of record with respect to the Shares covered by such Award. No adjustment will
be made for dividends or other rights for which the record date is prior to such
date, except as may be provided pursuant to Section 9(d) hereunder

19.   FUTURE RIGHTS

      No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ of the Corporation or a Subsidiary or to participate in
any other compensation or benefit plan, program or arrangement of the
Corporation or any Subsidiary or to receive any future Award under the Plan. In
addition, the Corporation expressly reserves the right at any time to dismiss a
Participant free from any liability or any claim under the Plan, except as
expressly provided in the Plan or in any Award Agreement entered into hereunder.




                                                                     EXHIBIT 5.1

<PAGE>


May 8, 2000



Covance Inc.
210 Carnegie Center
Princeton, New Jersey   08540

           Re:  Covance Inc.
                Employee Stock Purchase Plan
                2000 Employee Equity Participation Plan
                Registration Statement on Form S-8
                ---------------------------------------

Ladies and Gentlemen:

           I am issuing this opinion in my capacity as General Counsel of
Covance Inc., a Delaware corporation (the "Company"), in connection with the
registration by the Company under the Securities Act of 1933, as amended (the
"Securities Act"), of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), on a Registration Statement on Form S-8 (the "Registration
Statement"). The Registration Statement relates to the issuance and sale of up
to 2,000,000 shares of Common Stock pursuant to the Employee Stock Purchase Plan
(the "ESPP") and 3,600,000 shares of Common Stock pursuant to the 2000 Employee
Equity Participation Plan (the "EEPP") (the ESPP and the EEPP being referred to
collectively as the "Plans"). Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed to them in the Registration Statement.

           As such counsel, I have made such legal and factual examinations and
inquiries as I have deemed advisable for the purpose of rendering this opinion.
Based upon the foregoing, it is my opinion that the Common Stock issuable
pursuant to the Plans, when issued, delivered and paid for in the manner
described in the Plans, will be validly issued, fully paid and non-assessable.

           The opinions contained herein relate solely to the Delaware General
Corporation Law, and I express no opinion herein concerning the laws of any
other jurisdiction. This opinion is rendered to the Company in connection with
the filing by the Company of the Registration Statement with the Securities and
Exchange Commission pursuant to the Securities Act and is solely for the benefit
of the Company in connection with such filing. The opinions expressed herein may
not be used or relied on by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a government agency, quoted,
cited or otherwise referred to without my prior written consent, except as noted
below.

<PAGE>


                                                                     May 8, 2000
                                                                          Page 2

           I hereby consent to the reference to myself under the caption "Legal
Matters" in the prospectus included in the Registration Statement. I hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.

                               Very truly yours,


                               /s/ JEFFREY S. HURWITZ
                               --------------------------------
                               Jeffrey S. Hurwitz
                               Corporate Senior Vice President,
                               General Counsel and Secretary




                                                                    EXHIBIT 23.1

<PAGE>


                                                                     May 8, 2000


CONSENT OF INDEPENDENT ACCOUNTANTS

Consent of Independent Accountants

      We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Covance Inc. of our report dated January 21, 2000
appearing on page 26 of Covance Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 1999.

/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Florham Park, New Jersey



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission