<PAGE>
EXHIBIT 5
OPINION OF KUTAK ROCK LLP
July 19, 2000
Board of Directors
Transgenomic, Inc.
5600 South 42nd Street
Omaha, NE 68107
Re: Transgenomic, Inc. Registration Statement on Form S-8 for up to 6,000,000
Shares of Common Stock Issuable Under the Second Amended and Restated 1997
Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Transgenomic, Inc., a Delaware corporation
(the "Company") in connection with the filing of a registration statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"). The Registration Statement relates to 6,000,000 shares of
the Company's common stock, par value $0.01 per share (the "Common Stock"),
issuable pursuant to the exercise of options which may be granted to directors,
employees and advisors of the Company under the terms of the Company's Second
Amended and Restated 1997 Stock Option Plan, as they may be further amended from
time to time (the "Plan").
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. In rendering this
opinion, we have reviewed the Company's charter documents, the Plan and the
corporate proceedings taken by the Company in connection with the establishment
and administration of the Plan. Based on, and subject to the foregoing, it is
our opinion that the shares of Common Stock, when issued and paid for in
accordance with the Plan, will be legally issued, fully paid and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder. This opinion letter is rendered as of the date first written above
and we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plan or the Common Stock.
Sincerely,
/s/ KUTAK ROCK LLP
