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EXHIBIT 5.1
December 15, 2000
POZEN Inc.
6330 Quadrangle Drive
Suite 240
Chapel Hill, NC 27514
Ladies and Gentlemen:
We have acted as counsel to POZEN Inc., a Delaware corporation (the "Company"),
in connection with the preparation of a registration statement on Form S-8 (the
"Registration Statement") to be filed pursuant to the Securities Act of 1933, as
amended (the "Act"), and relating to 4,605,310 shares (the "Shares") of the
Company's Common Stock, $0.001 par value per share (the "Common Stock"). The
Shares covered by this Registration Statement will be issued pursuant to the
POZEN Inc. Stock Option Plan and the POZEN Inc. 2000 Equity Compensation Plan,
as amended (together, the "Plans").
We have examined the Registration Statement and such corporate records, statutes
and other documents as we have deemed relevant in rendering this opinion. As to
matters of fact, we have relied on representations of officers of the Company.
In our examination, we have assumed the genuineness of documents submitted to us
as originals and the conformity with originals of documents submitted to us as
copies thereof.
Based on the foregoing, it is our opinion that, when issued and delivered in
accordance with the terms and conditions of the Plans, the Shares will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
MORGAN, LEWIS & BOCKIUS LLP
