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EXHIBIT 5.1
[Hogan & Hartson L.L.P. Letterhead]
[Date]
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-1, as amended (the "REGISTRATION STATEMENT"), filed with the Securities
and Exchange Commission relating to the proposed public offering of up to
7,475,000 shares of the Company's common stock, par value $.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. 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 form of the Amended and Restated Certificate of
Incorporation of the Company, as certified by the Secretary of
the Company on the date hereof as having been approved by the
Board of Directors and the stockholders of the Company for
filing with the Secretary of State of the State of Delaware
prior to the closing of the Company's proposed initial public
offering and as being complete and accurate (the "CERTIFICATE
OF INCORPORATION").
3. A form of the Amended and Restated Bylaws of the Company, as
certified by the Secretary of the Company on the date hereof
as having been approved by the Board of Directors of the
Company to be effective upon the closing of the Company's
proposed initial
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public offering and as being complete and accurate (the
"BYLAWS").
4. The proposed form of Underwriting Agreement among the Company
and the several Underwriters to be named therein, for whom
Lehman Brothers, Inc., Deutsche Banc Securities Inc. and Legg
Mason Wood Walker, Incorporated will act as representatives,
filed as Exhibit 1.1 to the Registration Statement (the
"UNDERWRITING AGREEMENT").
5. Resolutions of the Board of Directors of the Company adopted
by unanimous written consent on September 8, 2000 and November
17, 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, the adoption of the
Certificate of Incorporation and the adoption of the Bylaws.
6. The action of the stockholders of the Company by written
consent dated 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 Certificate of
Incorporation and the Bylaws.
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, acknowledgement and filing of the
Certificate of Incorporation with the Secretary of State of the State of
Delaware, (ii) execution and delivery by the Company of the Underwriting
Agreement, (iii) effectiveness of the Registration Statement, (iv) issuance of
the Shares pursuant to the terms of the Underwriting Agreement, and (v) receipt
by the Company of the consideration for the Shares specified in resolutions of
the Board of Directors and the Pricing
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Committee of the Board of Directors, 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,
HOGAN & HARTSON L.L.P.
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