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EXHIBIT 5
WRITER'S DIRECT NUMBER
423/785-8212
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HUGH F. SHARBER E-MAIL ADDRESS:
CHATTANOOGA OFFICE [email protected]
June 16, 2000
Chattem, Inc.
1715 West 38th Street
Chattanooga, TN 37409
Gentlemen:
This opinion is furnished in connection with the Registration
Statement on Form S-8 (the "Registration Statement") to be filed under the
Securities Act of 1933, as amended (the "Act") with respect to (i) 750,000
shares of the common stock, no par value (the "Common Stock") of Chattem, Inc.
(the "Company") and (ii) the Non-Statutory Stock Option Plan - 2000 (the
"Plan").
In rendering this opinion, we have conducted such investigation,
have reviewed such matters of law, and have examined such corporate books,
records and other documents (including the Registration Statement) as we have
deemed necessary or relevant to this opinion.
Based on the foregoing, we are of the opinion that the Common
Stock which may be issued in accordance with the Plan and the Registration
Statement will, when issued, be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
MILLER & MARTIN LLP
By: /s/ HUGH F. SHARBER
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Hugh F. Sharber
