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Exhibit 5
[LETTERHEAD OF Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.]
September 6, 2000
Paradigm Genetics, Inc.
104 Alexander Drive
Research Triangle Park, North Carolina 27709
Ladies and Gentlemen:
We have acted as counsel to Paradigm Genetics, 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 3,272,849
shares (the "Shares") of its common stock, $.01 par value per share (the "Common
Stock"), 1,472,849 of which may be purchased under the Registrant's 1998 Stock
Option Plan (the "1998 Plan") and 1,800,000 of which may be purchased under the
Registrant's 2000 Employee, Director and Consultant Stock Option Plan (together
with the 1998 Plan, the "Plans"). 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, 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 Plans, will be duly and validly
issued, fully paid and non-assessable shares of the Common Stock, free of
preemptive rights.
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September 6, 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.
