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EXHIBIT 5.1
[HOGAN & HARTSON L.L.P. LETTERHEAD]
December 6, 2000
Board of Directors
Array BioPharma Inc.
1885 33rd Street
Boulder, CO 80301
Ladies and Gentlemen:
We are acting as counsel to Array BioPharma Inc., a Delaware
corporation (the "COMPANY"), in connection with its registration statement on
Form S-8 (the "REGISTRATION STATEMENT"), filed with the Securities and Exchange
Commission relating to up to 6,741,463 newly issued shares of the Company's
common stock, par value $.001 per share (the "SHARES"), issuable in connection
with the Array BioPharma Inc. Employee Stock Purchase Plan and the Array
BioPharma Inc. Amended and Restated Stock Option and Incentive Plan
(collectively, the "PLANS"). 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. Section 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. A copy of the Plans, as certified by the Secretary of
the Company as being complete, accurate, and in
effect.
3. The Amended and Restated Certificate of Incorporation
of the Company, as certified by the Secretary of the
State of the State of Delaware on December 4, 2000
and by the Secretary of the Company on the date
hereof as being complete, accurate, and in effect.
4. The Bylaws of the Company, as certified by the
Secretary of the Company on the date hereof as being
complete, accurate, and in effect.
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Board of Directors
Array BioPharma Inc.
December 6, 2000
Page 2
5. Resolutions of the Board of Directors of the Company
adopted by written consent on 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 adoption of the Plans.
6. Resolutions of the Company's stockholders adopted by
written consent on 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 approval of the Plans.
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, when issued in accordance with the terms of the Plans, 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. 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.
HOGAN & HARTSON L.L.P.
