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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
December 18, 2000
Specialty Laboratories, Inc.
2211 Michigan Avenue
Santa Monica, California 90404
Re: Specialty Laboratories, Inc. - Registration Statement for
Offering of an Aggregate of 4,350,280 Shares of Common Stock
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Dear Ladies and Gentlemen:
We have acted as counsel to Specialty Laboratories, Inc., a California
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of:
(i) 4,020,280 shares of the Company's common stock reserved for issuance under
the Company's 2000 Stock Incentive Plan (the "Incentive Plan") and (ii) 330,000
shares of the Company's common stock reserved for issuance under the Company's
Employee Stock Purchase Plan (the "Purchase Plan").
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 Incentive Plan and the Purchase Plan. Based on such
review, we are of the opinion that, if, as and when the shares of the
Company's common stock are issued and sold (and the consideration therefor
received) pursuant to (a) the provisions of stock option agreements duly
authorized under the Incentive Plan and in accordance with the Registration
Statement, (b) direct stock issuances duly authorized under the Incentive
Plan and effected in accordance with the Registration Statement, or (c) stock
purchase rights duly authorized under the Purchase Plan and 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
Incentive Plan, the Purchase Plan or the shares of the Company's common stock
issuable under such plans.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
