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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
August 11, 2000
Large Scale Biology Corporation
3333 Vaca Valley Parkway, Suite 1000
Vacaville, CA 95688
Re: Large Scale Biology Corporation - Registration Statement for
Offering of an Aggregate of 8,828,500 Shares of Common Stock
Dear Ladies and Gentlemen:
We have acted as counsel to Large Scale Biology Corporation, a
Delaware corporation (the "Company"), in connection with the registration on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, of 8,828,500 shares of the Company's common stock (the "Shares") for
issuance under the Company's 2000 Stock Incentive Plan and 2000 Employee Stock
Purchase Plan (the "Plans").
This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the establishment
and implementation of the Plans. Based on such review, we are of the opinion
that, if, as and when the Shares have been issued and sold (and the
consideration therefor received) pursuant to (a) the provisions of stock option
agreements duly authorized under the 2000 Stock Incentive Plan and in accordance
with the Registration Statement, or (b) duly authorized direct stock issuances
under the 2000 Stock Incentive Plan effected in accordance with the Registration
Statement, or (c) duly authorized stock purchase rights issued under the 2000
Employee Stock Purchase Plan effected in accordance with the Registration
Statement, such Shares will be duly authorized, legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement.
This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company, the Plans or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
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BROBECK, PHLEGER & HARRISON LLP
