EXHIBIT 5
COVINGTON & BURLING
1201 Pennsylvania Avenue, N.W.
Washington, D.C. 20044
(202) 662-6000
BRUSSELS
LECONFIELD HOUSE --- CORRESPONDENT OFFICE
CURZON STREET TELEAX: (202) 662-6291 44 AVENUE DES ARTS
LONDON WIY BAS TELEX: 89-593 (COVLING WSH) BRUSSELS 1040 BELGIUM
ENGLAND CABLE: COVLING TELEPHONE: 32-2-512-9890
TELEPHONE: 071-495-5655 --- TELEFAX: 32-2-502-1598
TELEFAX: 071-495-3101 WRITER'S DIRECT DIAL NUMBER
December 21, 2000
Unigene Laboratories, Inc.
110 Little Falls Road
Fairfield, NJ 07004
Re: Unigene Laboratories, Inc.
Form S-8 Registration Statement
Gentlemen:
This opinion is being furnished to you in connection with a
Registration Statement on Form S-8 (the "Registration Statement") filed on the
date hereof by Unigene Laboratories, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, for the registration of 1,000,000 shares
of common stock, par value $.01 per share, of the Company (the "Common Stock").
The shares of Common Stock being registered are issuable upon the exercise of
stock options granted under the Company's 2000 Stock Option Plan (the "Plan").
For purposes of this opinion, we have examined signed copies of the
Registration Statement and the exhibits thereto. We also have examined and
relied upon a copy of the Company's Certificate of Incorporation, certified by
the Secretary of State of the State of Delaware, and copies of the Company's
Bylaws and certain resolutions adopted by the Board of Directors of the Company,
certified by the Secretary of the Company. We also have examined such other
documents and made such other investigations as we have deemed necessary to form
a basis for the opinion hereinafter expressed.
In examining the foregoing documents, we have assumed the authenticity
of documents submitted to us as originals, the genuineness of all signatures,
the conformity to original documents of documents submitted to us as copies, and
the accuracy of the representations and statements included therein.
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Unigene Laboratories, Inc.
December 21, 2000
Page 2
Based on the foregoing, we are of the opinion that the shares of Common
Stock being registered by the Registration Statement have been duly authorized
and, when issued and sold by the Company in accordance with the terms of the
Plan and the terms of the stock options granted thereunder, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement.
Very truly yours,
/s/ COVINGTON & BURLING
COVINGTON & BURLING
