Exhibit 5.1
January 11, 2001
BioMarin Pharmaceutical Inc.
371 Bel Marin Keys Boulevard, Suite 210
Novato, CA 94949
Re: Registration Statement on Form S-3
Ladies and Gentlemen
You have requested our opinion with respect to certain matters in
connection with the filing by BioMarin Pharmaceutical Inc., a Delaware
corporation (the "Company") of a Registration Statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission, including
a prospectus (the "Prospectus") covering the offering of a maximum of 4,000,000
shares of the Company's Common Stock, $0.001 par value ( the "Shares") as
described in the Registration Statement.
In connection with this opinion, we have examined and relied upon the
Registration Statement and related Prospectus, the Company's Amended and
Restated Certificate of Incorporation, the Company's Restated Bylaws, and the
originals or copies certified to our satisfaction of such documents, records,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below. We have
assumed the genuineness and authenticity of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof, and that
at the time the Shares are issued, the Company will have sufficient authorized
and unissued shares of Common Stock, that the terms of the offer and sale of the
Shares will have been properly authorized by resolutions of the Company's Board
of Directors and that such resolutions shall require, among other things, the
payment of valid consideration for the Shares.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when issued and paid for in accordance with the
Registration Statement and authorizing resolutions of the Company's Board of
Directors, will be legally issued, fully paid, and nonassessable.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement. This opinion is rendered to you in connection with the
Registration Statement and is solely for your benefit. This opinion may not be
relied upon by you for any other purpose, or relied upon by any other person,
firm or other entity for any purpose, without our prior written consent.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
PAUL, HASTINGS, JANOFSKY & WALKER LLP
