September 26, 2000
Board of Directors
InforMax, Inc.
6010 Executive Blvd., 10th Floor
Rockville, MD 20852
Ladies and Gentlemen:
We are acting as special counsel to InforMax, Inc., a Delaware
corporation (the "COMPANY"), in connection with its registration statement on
Form S-1, as amended (the "REGISTRATION STATEMENT"), filed with the Securities
and Exchange Commission relating to the proposed public offering of up to
5,750,000 shares of the Company's common stock, par value $0.001 per share, all
of which shares (the "SHARES") are to be sold by the Company. This opinion
letter is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss. 229.601(b)(5),
in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies
of the following documents:
1. An executed copy of the Registration Statement.
2. The Second Restated Certificate of Incorporation of
the Company, as certified by the Secretary of the
State of the State of Delaware on August 16, 2000 and
the Restated Certificate of Incorporation to be
effective immediately prior to the closing of the
offering, each as certified by the Secretary of the
Company on the date hereof as being complete,
accurate, and in effect.
3. The Second Restated Bylaws of the Company and the
Restated Bylaws to be effective immediately prior to
the closing of the offering, as certified by the
Secretary of the Company on the date hereof as being
complete, accurate, and in effect.
4. The proposed form of Underwriting Agreement among the
Company and the several Underwriters to be named
therein, for whom Bear, Stearns & Co. Inc. will act
as representative, filed as Exhibit 1.1 to the
Registration Statement (the "UNDERWRITING
AGREEMENT").
5. Resolutions of the Board of Directors of the Company
adopted at meetings held on June 7, 2000, July 19,
2000, August 14, 2000 and September 8, 2000, as
certified by the Secretary of the Company on the date
hereof as being complete, accurate, and in effect,
relating to the issuance and sale of the Shares and
arrangements in connection therewith.
<PAGE>
InforMax, Inc.
September 26, 2000
Page 2
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the accuracy and completeness of all documents submitted to us, the authenticity
of all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on
the Delaware General Corporation Law, as amended. We express no opinion herein
as to any other laws, statutes, ordinances, rules, or regulations. As used
herein, the term "Delaware General Corporation Law, as amended" includes the
statutory provisions contained therein, all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of
the opinion that following (i) execution and delivery by the Company of the
Underwriting Agreement, (ii) effectiveness of the Registration Statement, (iii)
issuance of the Shares pursuant to the terms of the Underwriting Agreement, and
(iv) receipt by the Company of the consideration for the Shares specified in the
resolutions of the Board of Directors and the Pricing Committee thereof, the
Shares will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for your use in
connection with the Registration Statement and speaks as of the date hereof. We
assume no obligation to advise you of any changes in the foregoing subsequent to
the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as
Exhibit 5.1 to the Registration Statement and to the reference to this firm
under the caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
