October 19, 2000
Board of Directors
K-V Pharmaceutical Company
2503 South Hanley Road
St. Louis, Missouri 63144
Re: Registration Statement on Form S-8
Gentlemen:
We have served as counsel to K-V Pharmaceutical Company (the "Company")
in connection with the various legal matters relating to the filing of a
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, and the Rules and Regulations promulgated
thereunder, relating to (a) 75,000 shares of Class A Common Stock, par value
$.01 per share, 150,000 shares of Class B Common Stock, par value $.01 per share
(collectively, the "Executive Common Stock"), which Executive Common Stock has
been issued pursuant to, or, in the case of shares subject to options, are
reserved for issuance pursuant to an employment agreement (the "Employment
Agreement") dated as of December 16, 1996 between the Company and Marc S.
Hermelin (the "Executive"), as amended; and (b) 500 shares of Class A Common
Stock, (the "Consulting Common Stock"), which the Company is obligated to issue
(and intends to issue promptly after the effectiveness of the Registration
Statement) pursuant to a Consulting Agreement dated as of October 1, 2000
("Consulting Agreement") between the Company and Laura Kragie, M.D. (the
"Consultant"). The Executive Common Stock and the Consulting Common Stock are
herein referred to collectively as the "Shares."
We have examined such corporate records of the Company, such laws and
such other information as we have deemed relevant, including the Company's
Certificate of Incorporation, as amended, and Bylaws, as amended, certain
resolutions adopted by the Board of Directors of the Company relating to the
Employment Agreement and Consulting Agreement and certificates received from
state officials and from officers of the Company. In delivering this opinion, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as certified, photostatic or conformed copies, and the
correctness of all statements submitted to us by officers of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware.
2. All Shares issued pursuant to the Employment Agreement are duly
authorized, validly issued, fully paid and nonassessable, and all Shares
reserved for issuance pursuant to the Employment Agreement, or to be issued
pursuant to the Consulting Agreement, if issued in accordance with the
Employment Agreement or the Consulting Agreement as the case may be, will be
duly authorized, validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name in the Registration Statement. We also
consent to your filing copies of this opinion as an exhibit to the Registration
Statement with agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the offer and sale of the
Shares.
Very truly yours,
/s/ Gallop, Johnson & Neuman, L.C.
GALLOP, JOHNSON & NEUMAN, L.C.
