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EXHIBIT 5
July 17, 2000
Transgenomic, Inc.
5600 South 42nd Street
Omaha, NE 68107
Re: Transgenomic, Inc. Registration Statement on Form S-1 for Warrants
to Purchase 152,450 Shares of Common Stock and the Shares Issuable
Upon Exercise of the Warrants
Ladies and Gentlemen:
We have acted as counsel for Transgenomic, Inc., a Delaware corporation,
(the "Company"), in connection with the filing of a Registration Statement on
Form S-1 (the "Registration Statement") under the Securities Act of 1933, as
amended, with respect to the registration of warrants to purchase 152,450 shares
of common stock of the Company (the "Warrants") and the shares issuable upon the
exercise of the Warrants (the "Shares") for sale by the holders of the Warrants.
This opinion is being furnished in accordance with the requirements of Item
16(a) of Form S-1 and Item 601(b)(5)(i) of Regulation S-K.
In the course of such representation, we have examined, among other things,
the form of Warrant filed as an exhibit to that certain Registration Statement
on Form S-1 (No. 333-32174) filed by the Company, which is incorporated by
reference in the Registration Statement, and such corporate records,
certificates of public officials and other documents we deemed relevant and
appropriate.
Based on the foregoing, we are of the opinion that the Warrants have been
and, upon the exercise of the Warrants in accordance with their terms, the
Shares will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
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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
Warrants or the Shares.
Very truly yours,
/s/ KUTAK ROCK LLP
