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Exhibit 5
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
617 542 6000
617 542 2241 FAX
BOSTON NEW YORK RESTON WASHINGTON
July 20, 2000
Variagenics, Inc.
60 Hampshire Street
Cambridge, Massachusetts 02139
Ladies and Gentlemen:
We have acted as counsel to Variagenics, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-1, Registration No. 333-33558 (the "Registration
Statement"), as amended, pursuant to which the Company is registering under the
Securities Act of 1933, as amended (the "Securities Act"), up to 5,750,000
shares (the "Shares") of its common stock, $.01 par value per share (the "Common
Stock"). As used herein, the term "Shares" shall include any additional shares
of Common Stock which may be registered pursuant to any subsequent registration
statement that the Company may file with the Commission pursuant to Rule 462(b)
under the Securities Act ("Rule 462(b)") in connection with the offering
contemplated by the Registration Statement. The Shares are to be sold to a group
of underwriters (the "Underwriters") who will be parties to an Underwriting
Agreement with the Company, the form of which Agreement will be filed as an
exhibit to the Registration Statement. The 5,750,000 shares of Common Stock
covered by the Registration Statement are being sold by the Company and include
750,000 shares subject to an over-allotment option granted to the Underwriters
by the Company. All of the shares being registered pursuant to the Registration
Statement are being registered for sale to the Underwriters. This opinion is
being rendered in connection with the filing of the Registration Statement. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings given to them in the Registration Statement.
In connection with this opinion, we have examined the Company's
Restated Certificate of Incorporation, as amended, and Amended and Restated
Bylaws; the minutes of all pertinent meetings of stockholders and directors of
the Company relating to the Registration Statement and the transactions
contemplated thereby; such other records of the corporate proceedings of the
Company and certificates of the Company's officers as we deemed relevant; and
the Registration Statement and the exhibits thereto filed with the Commission.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
copies.
BOSTON NEW YORK RESTON WASHINGTON
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Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Variagenics, Inc.
July 20, 2000
Page 2
Based upon the foregoing, and subject to the limitations set forth
below, we are of the opinion that the Shares, when issued by the Company and
delivered by the Company against payment therefor as contemplated by the
Underwriting Agreement, will be duly and validly issued, fully paid and
non-assessable shares of the Common Stock.
Our opinion is limited to the General Corporation Law of the State of
Delaware, and we express no opinion with respect to the laws of any other
jurisdiction. No opinion is expressed herein with respect to the qualification
of the Shares under the securities or blue sky laws of any state or any foreign
jurisdiction.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto. We hereby further consent
to the reference to us under the caption "Legal Matters" in the prospectus
included in the Registration Statement and in any abbreviated registration
statement pursuant to Rule 462(b).
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris
Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
