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EXHIBIT 5.1
[ROPES & GRAY LETTERHEAD]
June 23, 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 "Rule 462(b) Registration Statement"), filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
for the registration of 1,725,000 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, together with the shares of Common Stock registered pursuant to a
Registration Statement on Form S-1 (File No. 333-35524) of the Company that was
declared effective earlier today (the "Initial Registration Statement").
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.
We hereby consent to your filing this opinion as an exhibit to the
Rule 462(b) Registration Statement and to the use of our name therein under the
caption "Legal Matters" in the prospectus included in the Initial Registration
Statement and incorporated by reference in the Rule 462(b) Registration
Statement.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Rule 462(b) Registration Statement is in
effect.
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Very truly yours,
/s/ Ropes & Gray
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Ropes & Gray
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