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BRYAN CAVE LLP
LONDON, ENGLAND
ST. LOUIS, MISSOURI 700 THIRTEENTH STREET, N. W. RIYADH, SAUDI ARABIA
NEW YORK, NEW YORK KUWAIT CITY, KUWAIT
KANSAS CITY, MISSOURI WASHINGTON, D. C. 20005-3960 ABU DHABI, UNITED ARAB EMIRATES
OVERLAND PARK, KANSAS DUBAI, UNITED ARAB EMIRATES
PHOENIX, ARIZONA (202) 508-6000 HONG KONG
SANTA MONICA, CALIFORNIA SHANGHAI, PEOPLE'S REPUBLIC OF CHINA
IRVINE, CALIFORNIA FACSIMILE: (202) 508-6200 IN ASSOCIATION WITH BRYAN CAVE,
A MULTINATIONAL PARTNERSHIP.
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June 30, 2000
Board of Directors
United Therapeutics Corporation
1110 Spring Street
Silver Spring, MD 20910
Ladies and Gentlemen:
We have acted as special counsel to United Therapeutics
Corporation, a Delaware corporation (the "Company"), in connection with the
filing of a Registration Statement on Form S-3 (the "Registration Statement") of
the Company with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act"), for the registration
of an aggregate of 1,933,272 shares of the Company's common stock, $.01 par
value (the "Shares"). All of the Shares are being registered for resale on
behalf of the selling stockholders named in the Registration Statement, who
acquired the Shares from the Company in various private placements between
September 16, 1998 and June 28, 2000.
In connection therewith, we have examined and relied without
investigation as to matters of fact upon the Registration Statement,
certificates of public officials, statements and certificates of officers of the
Company and of the selling stockholders named in the Registration Statement, and
originals or copies certified to our satisfaction of the Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws of the Company,
minutes of meetings of the Board of Directors of the Company and such other
corporate records, documents, certificates and instruments as we have deemed
necessary or appropriate in order to enable us to render the opinions expressed
below.
In rendering this opinion, we have assumed the genuineness of all
signatures on all documents examined by us, the authenticity of all documents
submitted to us as originals and the conformity to authentic originals of all
documents submitted to us as certified or photostatted copies. We have also
assumed the due authorization, execution and delivery of all documents.
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United Therapeutics Corporation
June 30, 2000
Page 2
Based on the foregoing and in reliance thereon, we are of the
opinion that:
1. The Company has been duly incorporated and is in good standing
under the laws of the State of Delaware.
2. The Shares are duly authorized, validly issued, fully paid and
non-assessable.
This opinion is not rendered with respect to any laws other than
the laws of the State of Delaware.
We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement and to the use of our name under the caption
"Lawyers" in the prospectus filed as a part thereof. We also consent to your
filing copies of this opinion as an exhibit to the Registration Statement with
agencies of such states as you deem necessary in the course of complying with
the laws of such states regarding the offering and sale of the Shares.
Very truly yours,
/s/ BRYAN CAVE LLP
BRYAN CAVE LLP
