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LONDON, ENGLAND
RIYADH, SAUDI ARABIA
KUWAIT CITY, KUWAIT
ST. LOUIS, MISSOURI ABU DHABI, UNITED ARAB EMIRATES
NEW YORK, NEW YORK DUBAI, UNITED ARAB EMIRATES
KANSAS CITY, MISSOURI Bryan Cave LLP HONG KONG
OVERLAND PARK, KANSAS 700 Thirteenth Street, N. W. Shanghai, People's Republic Of
PHOENIX, ARIZONA Washington, D. C. 20005-3960 China
SANTA MONICA, CALIFORNIA (202) 508-6000 In Association with Bryan Cave,
IRVINE, CALIFORNIA facsimile: (202) 508-6200 A Multinational Partnership.
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July 20, 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 1,300,000 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 a private placement that closed on July
19, 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
July 20, 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
