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EXHIBIT 5.1
June 29, 2000
OraPharma, Inc.
732 Louis Drive
Warminster, Pennsylvania 18974
Ladies and Gentlemen:
We have acted as counsel to OraPharma, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-8 (the "Registration Statement") to be filed pursuant to the Securities
Act of 1933, as amended (the "Act") and relating to 586,772 shares (the
"Shares") of the Company's Common Stock, $0.001 par value per share (the "Common
Stock"). The Shares covered by this Registration Statement will be issued
pursuant to the OraPharma, Inc. 1996 Stock Option Plan, as amended (the "Plan").
We have examined the Registration Statement and such corporate records, statutes
and other documents, as we have deemed relevant in rendering this opinion. As
to matters of fact, we have relied on representations of officers of the
Company. In our examination, we have assumed the genuineness of documents
submitted to us as originals and the conformity with originals of documents
submitted to us as copies thereof.
Based on the foregoing, it is our opinion that Shares originally issued by the
Company to participants in the Plan will be, when issued in accordance with the
terms of the Plan, validly issued, fully paid and nonassessable.
The opinion set forth above is limited to the General Corporation Law of the
State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
