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Exhibit 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
November 8, 2000
Harvard Bioscience, Inc.
84 October Hill Road
Holliston, Massachusetts 01746-1371
Ladies and Gentlemen:
Re: REGISTRATION STATEMENT ON FORM S-1
This opinion is delivered in our capacity as special counsel to Harvard
Bioscience, Inc. (the "Company") in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities Act of 1933 of
a Registration Statement on Form S-1 (the "Registration Statement") relating to
7,359,950 shares of Common Stock, par value $.01 per share (the "Registered
Shares"), including 6,250,000 primary shares to be sold by the Company (the
"Primary Shares"), and 937,500 shares to be sold by the Company which the
underwriters have an option to purchase solely for the purpose of covering
over-allotments (the "Company Option Shares" and, together with the Primary
Shares, the "Company Shares") and 172,450 shares to be sold by a stockholder of
the Company named in the Registration Statement (the "Stockholder Shares"). The
Registered Shares are to be sold to the several underwriters (the
"Underwriters") of which Thomas Weisel Partners LLC, Dain Rauscher Incorporated
and ING Barings LLC are the representatives (the "Representatives") pursuant to
an Underwriting Agreement (the "Underwriting Agreement") to be entered into
between the Company and the Representatives of the Underwriters.
As counsel for the Company, we have examined the form of the proposed
Underwriting Agreement being filed as an exhibit to the Registration Statement,
the Company's Amended and Restated Certificate of Incorporation and the
Company's Amended and Restated By-laws, each as will be in effect at the time of
the issuance of the Registered Shares, and the Company's Certificate of
Ownership and Merger as will be filed prior to the issuance of the Registered
Shares and such records, certificates and other documents of the Company as we
have deemed necessary or appropriate for the purposes of this opinion.
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Based on the foregoing, we are of the opinion that (i) when the Company's
Amended and Restated Certificate of Incorporation and the Certificate of
Ownership and Merger are filed the Stockholder Shares will be duly authorized,
legally issued, fully paid and non-assessable by the Company under the Delaware
General Corporation Law (the "DGCL") and (ii) when the Underwriting Agreement is
completed (including the insertion therein of pricing terms) and executed by the
Company and on behalf of the Underwriters, and the Company Shares are sold to
the Underwriters and paid for pursuant to the terms of the Underwriting
Agreement, the Company Shares will be duly authorized, legally issued, fully
paid and non-assessable by the Company under the DGCL.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters," and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
GOODWIN, PROCTER & HOAR LLP
