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[Letterhead of Michael Best & Friedrich LLP]
January 16, 2001
OMP, Inc.
310 Golden Shore
Long Beach, California 90682
Re: REGISTRATION STATEMENT ON FORM S-1 OF OMP, INC. (NO. 333-50182)
(THE "REGISTRATION STATEMENT")
Ladies and Gentlemen:
We have acted as special counsel to OMP, Inc., a Delaware corporation
(the "Company"), in connection with the registration on Form S-1 of the offer
and sale (the "Offering") of up to 5,175,000 shares of Common Stock of the
Company, par value $0.001 per share (the "Common Stock").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement relating to the Common Stock, as filed with
the Securities and Exchange Commission (the "Commission") on November 17,
2000 under the Act, as amended by Amendment No. 1 thereto filed with the
Commission on December 27, 2000, and as amended by Amendment No. 2 thereto
filed with the Commission on January 16, 2001 (as so amended, the
"Registration Statement"), (ii) the preliminary prospectus dated January 16,
2001, (iii) the Amended and Restated Certificate of Incorporation of the
Company, that will be in effect at the consummation of the Offering, (iv) the
By-laws of the Company, as currently in effect, (v) the form of the
Underwriting Agreement to be entered into by the Company, CIBC World Markets
Corp., Thomas Weisel Partners LLC and the other underwriters named therein
(the "Underwriting Agreement") and (vi) resolutions of the Board of Directors
of the Company relating to, among other things, the issuance and sale of the
Common Stock and the filing of the Registration Statement. We have also
examined such other documents as we have deemed necessary or appropriate as a
basis for the opinion set forth below.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as certified or photostatic copies, and the authenticity of
the originals of such latter documents. As to any facts material to this
opinion which we did not independently establish or verify, we have relied
upon oral or written statements and representations of officers and other
representatives of the Company and others.
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Based upon and subject to the foregoing, we are of the opinion that the
5,175,000 shares of Common Stock covered by the Registration Statement, when
sold by the Company in accordance with the provisions of the Underwriting
Agreement following approval thereof by the Special Committee of the Board of
Directors of the Company, shall be legally issued, fully paid and
non-assessable.
We hereby consent to the reference to our firm under the heading "Legal
Matters" in the prospectuses included in the Registration Statement and to
the filing of this opinion with the Commission as an exhibit to the
Registration Statement. In giving such consent, we do not concede that we
are experts within the meaning of the Act or the rules and regulations
thereunder or that this consent is required by Section 7 of the Act.
Very truly yours,
/s/ Michael Best & Friedrich LLP
