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Exhibit 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
November 29, 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 such records,
certificates and other documents of the Company as we have deemed necessary
or appropriate for the purposes of this opinion.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdiction
other than the laws of the United States of America, the laws of The
Commonwealth of Massachusetts and the General Corporation Law of the State of
Delaware ("DGCL"), which includes applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting the DGCL and the
Delaware Constitution.
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Harvard Bioscience, Inc.
November 29, 2000
Page 2
Based on the foregoing, we are of the opinion that (i) the Stockholder
Shares are duly authorized, legally issued, fully paid and non-assessable by
the Company under 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
