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[Hunton & Williams Letterhead]
Exhibit 5
June 13, 2000
Insmed Incorporated
800 East Leigh Street
Richmond, Virginia 23219
Insmed Incorporated Employee Stock Purchase Plan
Ladies and Gentlemen:
This firm has acted as counsel to Insmed Incorporated (the "Company") in
connection with the Registration Statement (the "Registration Statement") on
Form S-8 for the Insmed Incorporated Employee Stock Purchase Plan (the "Plan")
being filed under the Securities Act of 1933, as amended ("the Act"), on or
about the date of this letter to register 1,000,000 shares of common stock,
$0.01 par value per share (the "Shares"), of the Company, which from time to
time may be offered and sold by the Company in connection with the Plan.
We are familiar with the Registration Statement and the Exhibits thereto.
We have examined originals or copies, certified or otherwise identified to our
satisfaction, of such corporate documents and records of the Company and
certificates of public officials as we have deemed necessary to enable us to
express this opinion. We have also relied on certificates of officers of the
Company as to certain factual matters. In rendering this opinion, we have
assumed (i) the genuineness of all signatures, (ii) the authenticity of all
documents submitted to us as originals and (iii) the conformity to authentic
original documents of all documents submitted to us as certified, conformed or
photostatic copies.
Based upon and subject to the foregoing and the further qualifications
stated below, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the Commonwealth of Virginia.
2. The Shares have been duly authorized and, when offered and sold as
described in the Registration Statement, will be legally issued, fully paid and
nonassessable.
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Insmed Incorporated
June 13, 2000
Page 2
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In giving this
consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Act or the rules and regulations
promulgated thereunder by the Securities and Exchange Commission.
Very truly yours,
/s/ Hunton & Williams
