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EXHIBIT 5
[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]
400 Hamilton Avenue, Palo Alto, CA 94301-1825
Phone: 650-328-6561 Fax: 650-327-3699 www.gcwf.com
September 18, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Invitrogen Corporation, a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 4,084,658 shares of the
Common Stock, $0.01 par value, of the Company which may be issued pursuant to
the Invitrogen Corporation 1997 Stock Option Plan and the Invitrogen Corporation
1998 Employee Stock Purchase Plan (collectively the "Plans") and shares which
may be issued pursuant to the exercise of options granted under the Life
Technologies, Inc. 1991 Stock Option Plan, 1995 Long Term Incentive Plan, 1996
Non-Employee Directors' Plan and 1997 Long Term Incentive Plan as assumed by the
Company (the "Assumed Options") pursuant to the Agreement and Plan of Merger
between the Company and Life Technologies, Inc. dated as of July 7, 2000.
We have examined all instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California, the corporation laws of
the State of Delaware and the federal law of the United States. As to matters of
Delaware corporation law, we have based our opinion solely upon our examination
of such laws and the rules and regulations of the authorities administering such
laws, all as reported in standard, unofficial compilations. We have not obtained
opinions of counsel licensed to practice in jurisdictions other than the State
of California.
Based on such examination, we are of the opinion that the 4,084,658 shares of
Common Stock which may be issued pursuant to the Plans and the Assumed Options
are duly authorized shares of the Company's Common Stock, and, when issued
against receipt of the consideration therefor in accordance with the provisions
of the Plans and Assumed Options, will be validly issued, fully paid and
nonassessable. We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Respectfully submitted,
/s/ GRAY CARY WARE & FREIDENRICH, LLP
GRAY CARY WARE & FREIDENRICH LLP
