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Exhibit 5.1
[ROPES & GRAY LETTERHEAD]
June 22, 2000
Charles River Laboratories International, Inc.
251 Ballardvale Street
Wilmington, MA 01887
Re: Charles River Laboratories International, Inc.
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-1 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, for the
registration of 14,375,000 shares of Common Stock, $.01 par value (the
"Shares"), of Charles River Laboratories International, Inc., a Delaware
corporation (the "Company"). The Shares are to be sold pursuant to an
underwriting agreement (the "Underwriting Agreement") to be entered into among
the Company and Donaldson, Lufkin & Jenrette Securities Corporation, Lehman
Brothers Inc., ING Barings LLC, SG Cowen Securities Corporation, U.S. Bancorp
Piper Jaffray Inc. and DLJDIRECT Inc., as representatives of the underwriters
named therein.
We have acted as counsel for the Company in connection with its proposed
issuance and sale of the Shares. For purposes of this opinion, we have examined
and relied upon such documents, records, certificates and other instruments as
we have deemed necessary.
We express no opinion as to the applicability of compliance with or effect
of Federal law or the law of any jurisdiction other than The Commonwealth of
Massachusetts and the corporate laws of the State of Delaware.
Based on the foregoing, we are of the opinion that the shares have been
duly authorized and, when the Shares have been issued and sold and the Company
has received the consideration in accordance with the terms of the Underwriting
Agreement, the Shares will be validly issued, fully paid and non-assessable.
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Charles River Laboratories -2- June 22, 2000
International, Inc.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the use of our name therein and in the related
prospectus under the caption "Legal Matters".
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
