EXHIBIT 5
[SASM&F Letterhead]
August 4, 2000
Inamed Corporation
5540 Ekwill Street, Suite D
Santa Barbara, California 93111
Re: Inamed Corporation
Registration on Form S-8
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Ladies and Gentlemen:
We have acted as special counsel to Inamed Corporation, a
Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the
"Securities Act"), of 1,867,500 shares (the "Shares") of the Company's
common stock, par value $0.01 per share (the "Common Stock"), to be
issued pursuant to or reserved for issuance under the Company's 2000
Employee Stock Purchase Plan, 2000 Employee Stock Option Plan, 1999
Senior Officer Stock Option Plan, 1998-1999 Director and Executive
Officer Stock Plan, 1993 Non-Employee Directors Stock Option Plan and
the 1999 Directors Stock Election Plan (collectively, the "Plans").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities
Act.
In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of
(i) the Registration Statement on Form S-8 as filed with the Securities
and Exchange Commission (the "Commission") on August 4, 2000 under the
Securities Act (the "Registration Statement"); (ii) the Plans; (iii)
the Restated Certificate of Incorporation of the Company, as presently
in effect; (iv) the By-Laws of the Company, as presently in effect; (v)
resolutions of the Board of Directors of the Company relating to the
Plans and the issuance of the Shares and related matters; and (vi) a
specimen certificate representing the Common Stock. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements,
certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as
a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as
certified, conformed or photostatic copies and the authenticity of the
originals of such latter documents. In making our examination of
documents executed or to be executed by parties other than the
Company, we have assumed that such parties had or will have the power,
corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and the execution and delivery
by such parties of such documents and the validity and binding effect
thereof. As to any facts material to the opinions expressed herein
which we have not independently established or verified, we have
relied upon statements and representations of officers and other
representatives of the Company and others.
Members of our firm are admitted to the bar in the State of
Delaware and we do not express any opinion as to the laws of any other
jurisdiction.
Based upon and subject to the foregoing, we are of the
opinion that when (i) the Registration Statement becomes effective; and
(ii) certificates representing the Shares in the form of the specimen
certificates examined by us have been manually signed by an authorized
officer of the transfer agent and registrar for the Common Stock and
registered by such transfer agent and registrar, and delivered to and
paid for by the Plans' participants at a price per share not less than
the price per share as contemplated by the Plans and in accordance with
the terms and conditions of the Plans, the issuance and sale of the
Shares will have been duly authorized, and the Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Commission as Exhibit 5 to the Registration Statement. In giving this
consent, we do not thereby admit that we are included in the category
of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
