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EXHIBIT 5.01
August 4, 2000
AtheroGenics, Inc.
8995 Westside Parkway
Alpharetta, Georgia 30004
RE: ATHEROGENICS, INC.
REGISTRATION STATEMENT ON FORM S-1
Gentlemen:
We have acted as counsel to AtheroGenics, Inc., a Georgia corporation
(the "Company"), in connection with the proposed offering by the Company of up
to 6,900,000 shares (the "Shares") of common stock, no par value per share (the
"Common Stock"), of the Company, including assistance in the preparation of a
Registration Statement on Form S-1 (Registration No. 333-31140) (the
"Registration Statement") and the filing thereof with the Securities and
Exchange Commission (the "Commission"). The Shares being offered include up to
900,000 Shares subject to an over-allotment option (the "Over-Allotment Option")
to be granted by the Company to Chase Securities Inc., FleetBoston Robertson
Stephens Inc., Adams, Harkness & Hill, Inc. and A.G. Edwards & Sons, Inc., as
underwriters (the "Underwriters").
The opinion hereinafter set forth is given to the Company pursuant to
Item 16 of Form S-1 and Item 601(b)(5) of Regulation S-K. The only opinion
rendered by this firm consists of the matter set forth in numbered paragraph (1)
below (our "Opinion"), and no other opinion is implied or to be inferred beyond
such matter. Additionally, our Opinion is based upon and subject to the
qualifications, limitations and exceptions set forth in this letter.
Our Opinion is furnished for the benefit of the Company solely with
regard to the Registration Statement, may be relied upon by the Company only in
connection with the Registration Statement and may not otherwise be relied upon,
used, quoted or referred to by or filed with any other person or entity without
our prior written permission.
In rendering our Opinion, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express our Opinion, including, without limitation, the
Fourth Amended and Restated Articles of Incorporation of the Company; the Third
Amended and Restated Bylaws of the Company; minutes and consent actions of
proceedings of the Board of Directors, committees of the Board of Directors and
the shareholders of the Company; and the form of underwriting agreement to be
entered into among the Company and the Underwriters (the "Underwriting
Agreement"). In making all of our examinations, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us
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AtheroGenics, Inc.
August 4, 2000
Page 2
as originals, the conformity to the original documents of all documents
submitted to us as copies, and the due execution and delivery of all documents
by any persons or entities other than the Company where due execution and
delivery by such persons or entities is a prerequisite to the effectiveness of
such documents.
As to various factual matters that are material to our Opinion, we have
relied upon the factual statements set forth in a certificate of officers of the
Company and certificates of public officials. We have not independently verified
or investigated, nor do we assume any responsibility for, the factual accuracy
or completeness of such factual statements.
Members of this firm are admitted to the Bar of the State of Georgia
and are duly qualified to practice law in that state. Because the Company is
organized under, and the subject of our Opinion therefore is governed by, the
Business Corporation Code of the State of Georgia (the "Georgia Code"), we do
not herein express any opinion concerning any matter respecting or affected by
any laws other than laws set forth in the Georgia Code that are now in effect
and that, in the exercise of reasonable professional judgment, are normally
considered in transactions such as the offering and sale of the Shares. The
Opinion hereinafter set forth is based upon pertinent laws and facts in
existence as of the date hereof, and we expressly disclaim any obligation to
advise you of changes to such pertinent laws or facts that hereafter may come to
our attention.
Based upon and subject to the foregoing, we are of the Opinion that:
(1) the 6,900,000 Shares to be issued and sold by the Company
(inclusive of up to 900,000 Shares to be sold by the Company
pursuant to the Over-Allotment Option), when issued, sold and
delivered in accordance with the Underwriting Agreement
against payment in full of the purchase price therefor, will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
LONG ALDRIDGE & NORMAN LLP
By: /s/Leonard A. Silverstein
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Leonard A. Silverstein
