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EXHIBIT 5.1
September 15, 2000
Albany Molecular Research, Inc.
21 Corporate Circle
Albany, New York 12203
Ladies and Gentlemen:
We have acted as special counsel to Albany Molecular Research, Inc.,
a Delaware corporation (the "Company"), in connection with the offer and sale
by the Company of up to 3,000,000 shares (the "Company Shares") of common
stock, par value $.01 per share ("Common Stock"), of the Company and by
certain selling stockholders (the "Selling Stockholders") of up to 1,715,000
shares of Common Stock (the "Selling Stockholder Shares"). The Shares include
an over-allotment option of up to 615,000 shares of Common Stock to be sold
by the Selling Stockholders. This opinion is being delivered in connection
with the Company's Registration Statement on Form S-3 (No. 333-45286) (the
"Registration Statement") relating to the registration of the offering and
sale of the Shares under the Securities Act of 1933, as amended (the
"Securities Act"). All of the Shares are to be sold by the Company to the
several underwriters (the "Underwriters") of which Deutsche Banc Alex. Brown,
Chase H&Q, CIBC World Markets, Prudential Vector Healthcare (a unit of
Prudential Securities) and FAC/Equities are the representatives (the
"Representatives") pursuant to an Underwriting Agreement (the "Underwriting
Agreement") to be entered into between the Company and the Representatives of
the Underwriters.
In connection with rendering this opinion, we have examined the form of
the proposed Underwriting Agreement, which will be filed as an Exhibit to the
Registration Statement; the Certificate of Incorporation and By-laws of the
Company, each as amended to date; such records of the corporate proceedings of
the Company as we deemed material; and such other certificates, receipts,
records and documents as we have considered necessary for the purpose of this
opinion. 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 certified, photostatic or facsimile copies, the authenticity
of the originals of such copies and the authenticity of telephonic confirmations
of public materials. As to facts material to our opinion, we have relied upon
certificates or telephonic confirmations of public officials and certificates,
documents, statements and other information of the Company or representatives or
officers thereof.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdiction
other than the laws of the United States of America, the laws of The
Commonwealth of Massachusetts and the General Corporation Law of the State of
Delaware (which includes applicable provisions of the Delaware Constitution
and reported judicial decisions interpreting the Delaware General Corporation
Law and the Delaware Constitution).
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Based upon the foregoing, we are of the opinion that (i) when the
Underwriting Agreement is completed (including the insertion therein of pricing
terms) and executed and delivered by the Company and on behalf of the
Underwriters, and the Company Shares are sold to the Underwriters and paid for
pursuant to the terms of the Underwriting Agreement, the Company Shares will be
duly authorized, validly issued, fully paid and nonassessable by the Company,
and (ii) the Selling Stockholder Shares have been duly authorized and validly
issued and are fully paid and nonassessable by the Company.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of state
laws regulating the offer and sale of securities.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Registration Statement.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
