EXHIBIT 5
August 16, 2000
Packard BioScience Company
800 Research Parkway
Meriden, Connecticut 06450
Ladies and Gentlemen:
We have acted as counsel for Packard BioScience Company, a Delaware corporation
(the "Company"), in connection with the preparation and filing by the Company
with the Securities and Exchange Commission of a Registration Statement on Form
S-8 (the "Registration Statement") pursuant to the Securities Act of 1933 (the
"Securities Act"), with respect to up to 1,510,440 shares of common stock, par
value $.002 (the "Common Stock"), of the Company, as described in the
Registration Statement.
In rendering this opinion, we have examined and relied upon originals or copies,
certified or otherwise identified to our satisfaction of such records,
documents, certificates and other instruments including, but not limited to, (i)
the Amended and Restated Certificate of Incorporation of the Company, (ii) the
Bylaws of the Company, (iii) the Management Stock Incentive Plan, and (iv)
certain minutes of the corporate proceedings of the Board of Directors and
shareholders of the Company, and have made such investigation of law as in our
judgment is necessary or appropriate to enable us to render the opinions
expressed below.
We have assumed the authenticity of all documents submitted to us as originals,
the genuineness of all signatures, the legal capacity of natural persons and the
conformity to the originals of all documents submitted to us as copies.
The opinions set forth below are based on, and limited to, the General
Corporation Law of the State of Delaware and no opinion is expressed as to the
laws of any other jurisdiction.
Based on and subject to the foregoing, we are of the opinion that the shares of
Common Stock, when issued upon the exercise of options in accordance with the
terms of the Management Stock Incentive Plan and as contemplated by the
Registration Statement, will be duly authorized and legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving such consent, we do not hereby admit that we are within the
category of persons whose consent is required by Section 7 of the Securities
Act. This opinion is not to be used, circulated, quoted or otherwise referred to
for any other purpose without our express written consent.
Very truly yours,
/s/ Day, Berry & Howard LLP
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DAY, BERRY & HOWARD LLP
