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Exhibit 5
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
October 18, 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 of a Registration Statement on Form S-8 (the
"Registration Statement"), pursuant to which the Company is registering the
issuance under the Securities Act of 1933, as amended, of a total of [4,604,203]
shares (the "Shares") of its common stock, $.01 par value per share (the "Common
Stock"), all of which may be purchased under the Company's Amended 1997
Employee, Director and Consultant Stock Option Plan (the "Plan"). 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 and Amended and Restated Bylaws, both as
currently in effect; such other documents and records of the corporate
proceedings of the Company and certificates of the Company's officers as we have
deemed relevant; and the Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, 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.
Based upon the foregoing, and in reliance thereon, we are of the
opinion that (i) the Shares have been duly and validly authorized by the Company
and (ii) the Shares, when issued in accordance with the terms of the Plan, will
be duly and validly issued, fully paid and non-assessable shares of the
Company's Common Stock.
BOSTON NEW YORK RESTON WASHINGTON
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MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
October 18, 2000
Page 2
Our opinion is limited to the General Corporation Laws 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.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
