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Exhibit 5.1
[HALE AND DORR LLP LETTERHEAD]
August 30, 2000
The Medicines Company
One Cambridge Center
Cambridge, Massachusetts 02142
Re: 1998 Stock Incentive Plan
2000 Director Stock Option Plan
2000 Employee Stock Purchase Plan
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Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to an aggregate of 4,648,759 shares of common stock, $0.001
par value per share (the "Shares"), of The Medicines Company, a Delaware
corporation (the "Company"), issuable under the Company's 1998 Stock Incentive
Plan, 2000 Director Stock Option Plan and 2000 Employee Stock Purchase Plan
(collectively, the "Plans").
We have examined the Certificate of Incorporation of the Company and the
By-Laws of the Company, each as amended and restated to date, and originals, or
copies certified to our satisfaction, of all pertinent records of the meetings
of the directors and stockholders of the Company, the Registration Statement and
such other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified, photostatic or facsimile copies, and the authenticity of the
originals of any such documents.
We assume that the appropriate action will be taken, prior the offer and
sale of the shares in accordance with the Plans, to register and qualify the
shares for sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of The Commonwealth of Massachusetts, the Delaware
General Corporation Law statute and the federal laws of the United States of
America.
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.
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The Medicines Company
August 30, 2000
Page 2
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
Based on the foregoing, we are of the opinion that the Company has duly
authorized for issuance the Shares covered by the Registration Statement to be
issued under the Plans, as described in the Registration Statement, and such
Shares, when issued in accordance with the terms of the Plans, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
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HALE AND DORR LLP
