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EXHIBIT 5
July 21, 2000
Board of Directors
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, TN 37620
Re: Registration Statement on Form S-4
Dear Board of Directors:
We have acted as counsel to King Pharmaceuticals, Inc., a Tennessee
corporation (the "Company"), in connection with the registration of up to
73,715,874 shares of Common Stock (the "Common Stock") of the Company. The
Company has filed a Registration Statement on Form S-4 pursuant to the
Securities Act of 1933, as amended (the "Registration Statement").
We have acted as counsel for the Company in connection with the
proposed transaction and have assisted with the preparation of the Registration
Statement and various corporate documents related thereto. We have examined and
relied upon the following documents and instruments for the purpose of giving
this opinion, which, to our knowledge and in our judgment, are all of the
documents and instruments that are necessary for us to examine for such purpose:
1. The Registration Statement, the proxy statement, prospectus filed
therewith (the "Prospectus") and all exhibits thereto;
2. A copy of the Company's Second Amended and Restated Charter certi-
fied by the Tennessee Secretary of State and all amendments
thereto;
3. A copy of the Company's Amended and Restated Bylaws certified by
the Secretary of the Company;
4. The minute book of the Company; and
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Board of Directors
July 21, 2000
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5. The stock records of the Company.
In giving our opinion, we have assumed without investigation the
authenticity of any document or instrument submitted to us as an original, the
conformity to the authentic original of any document or instrument submitted to
us as a certified, conformed or photostatic copy and the genuineness of all
signatures on such originals or copies.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that (i) the Company
is a corporation duly incorporated and validly existing under the laws of the
State of Tennessee and (ii) the Common Stock, when issued in accordance with the
Registration Statement, will be validly issued, fully paid and nonassessable.
Our opinion is subject to the following qualifications and limitations:
i. The opinions expressed herein are subject to the effect of
applicable bankruptcy, insolvency, reorganization or similar laws affecting the
enforcement of creditors' rights and equitable principles limiting the
availability of equitable remedies on the enforceability of contracts,
agreements and instruments.
ii. Members of our firm are qualified to practice law in the State of
Tennessee and nothing contained herein shall be deemed to be an opinion as to
any law, rule or regulation other than the law of the State of Tennessee and the
federal law of the United States.
iii. The opinions set forth herein are expressed as of the date hereof
and, except during the time prior to the effectiveness of the Registration
Statement filed with the Securities and Exchange Commission, we disclaim any
undertaking to advise you of any changes which may subsequently be brought to
our attention in the facts and the law upon which such opinions are based.
This opinion is intended to be used as an exhibit to the Registration
Statement filed with the Securities and Exchange Commission. Except for such
use, neither this opinion nor copies hereof may be relied upon by, delivered to,
or quoted in whole or in part without our prior written consent.
We consent to the reference of our firm name under the caption LEGAL
MATTERS in the Prospectus and to the use of our opinion as an exhibit to the
Registration Statement. In giving these consents, we do not admit that we come
within the category of persons whose consent is
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Board of Directors
July 21, 2000
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required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Baker, Donelson, Bearman & Caldwell
