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Exhibit 5
CONSENT OF MINTZ, LEVIN
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
701 Pennsylvania Avenue, N.W. Telephone: 617/542-6000
Washington, D.C. 20004 Fax: 617/542-2241
Telephone: 202/434-7300
Fax: 202/434-7400
January 12, 2001
Biogen, Inc.
14 Cambridge Center
Cambridge, Massachusetts 02142
Gentlemen:
We have acted as counsel to Biogen, Inc., a Massachusetts corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the Commission") of a Registration Statement on Form
S-8 (the "Registration Statement"), pursuant to which the Company is registering
under the Securities Act of 1933, as amended, a total of 3,300,000 shares (the
"Shares") of its common stock, $.01 par value per share (the "Common Stock"), to
be offered for sale by the Company from time to time under the Biogen, Inc. 1982
Incentive Stock Option Plan and the Biogen, Inc. 1985 Non-Qualified Stock Option
Plan (the "Plans"). This opinion is being rendered in connection with the filing
of the Registration Statement.
In connection with this opinion, we have examined the Company's Restated
Articles of Organization and Restated By-Laws, as amended to date; such records
of the corporate proceedings of the Company as we deemed material; and the
Registration Statement and the exhibits thereto filed with the Commission.
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such copies.
Based upon the foregoing, we are of the opinion that, (i) the Shares have been
duly and validly authorized by the Company, and (ii) the Shares, when issued in
accordance with the terms of the Plans and any applicable agreements thereto,
will be duly and validly issued, fully paid and non-assessable shares of Common
Stock, free of preemptive rights.
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Our opinion is limited to the laws of the Commonwealth of Massachusetts, and we
express no opinion with respect to the laws of any other jurisdiction. No
opinion is expressed herein with respect to the qualification of the Shares
under the securities or blue sky laws of any state or any foreign jurisdiction.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto. We hereby further consent
to the reference to us under the caption "Legal Matters" in the prospectus
included in the Registration Statement.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
By: Glovsky and Popeo, P.c.
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Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
