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EXHIBIT 5.1
FULBRIGHT & JAWORSKI L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
666 FIFTH AVENUE HOUSTON
NEW YORK, NEW YORK 10103-3198 WASHINGTON, D.C
AUSTIN
SAN ANTONIO
TELEPHONE: 212/318-3000 DALLAS
FASCIMILE: 212/752-5958 NEW YORK
LOS ANGELES
MINNEAPOLIS
LONDON
HONG KONG
June 21, 2000
Regeneration Technologies, Inc.
One Innovation Drive
Alachua, Florida 32615
Ladies and Gentlemen:
In connection with Amendment No. 3 to the Registration Statement on Form
S-1 (the "Registration Statement") filed by Regeneration Technologies, Inc., a
Delaware corporation (the "Company"), under the Securities Act of 1933, as
amended (the "Act"), relating to the public offering by the Company of up to
4,655,000 shares (the "Shares") of its Common Stock ("Common Stock"), par value
$.001 per share (including up to 855,000 shares of Common Stock which will be
purchased by the underwriters if the underwriters exercise the option granted to
them to cover over-allotments), we, as counsel for the Company, have examined
such corporate records, other documents and questions of law as we have
considered necessary or appropriate for the purposes of this opinion. Our
opinion set forth below is limited to the General Corporation Law of the State
of Delaware.
We assume that appropriate action will be taken, prior to the offer and
sale of the Shares, to register and qualify the Shares for sale under all
applicable state securities or "blue sky" laws.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based on the foregoing, we advise you that, in our opinion, the Shares will
be duly and validly authorized and, when issued and sold in the manner
contemplated by the Underwriting Agreement, a form of which will be filed as an
exhibit to the Registration Statement (the "Underwriting Agreement"), and upon
receipt by the Company of payment therefor as provided in the Underwriting
Agreement, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus contained therein. This consent is not to be
construed as an admission that we are a party whose consent is required to
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June 21, 2000
Page 2
be filed with the Registration Statement under the provisions of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
