Huntingdon Life Sciences Group plc
Woolley Road
Alconbury
Huntingdon
Cambridgeshire PE175HS
25th August 2000
Dear Sirs,
We have acted as English solicitors to Huntingdon Life Sciences Group plc (the
"Company"). We understand the Company is proposing to file a Registration
Statement on Form S-8 (the "Registration Statement") relating to 2,500,000
ordinary shares, par value 5 pence per share (the "Ordinary Shares") of the
Company pursuant to subscriptions in connection with the Huntingdon Life
Sciences Inc. Savings and Investment Plan.
This opinion is limited to the law of England and Wales as applied by the
English courts in each case as at the date hereof and is given on the basis that
it will be governed by and construed in accordance with English law. We have
made no investigation of the laws of any jurisdiction other than England and
neither express nor imply any opinion as to any other laws and in particular the
laws of the State of New York or the United States of America.
For the purpose of this opinion we have examined and relied on copies of the
documents listed and, where appropriate, defined in the Schedule to this letter.
As to all questions of fact material to this opinion that have not been
independently established we have relied upon certificates or comparable
documents of officers and representatives of the Company.
We have assumed that:
(a) all relevant documents have been to the extent finalized, and if not
finalized will when finalized have been, validly signed (where
necessary) and delivered (where necessary) by the Company and all other
parties thereto and are, and to the extent not signed and delivered
will (when signed and delivered) be, within the capacity and powers of
and be or have been validly authorised, signed and delivered by each
party thereto other than the Company;
(b) all copy documents examined by us for the purpose of this opinion
conform to the originals and all final documents will not differ in any
material respect from the draft documents so examined by us;
(c) no relevant document has been amended, supplemented or terminated;
(d) the copies of the Memorandum and Articles of Association of the Company
examined by us for the purpose of this opinion are complete and
up-to-date;
(e) the Minutes and the Resolutions examined by us are a true and complete
record of the proceedings described therein of duly convened,
constituted and quorate meetings of the Board of Directors of the
Company (or, as the case may be, of a duly constituted committee of the
Board of the Company) or duly convened, constituted and quorate
meetings of the members of the Company and the resolutions set out in
such Minutes and the Resolutions remain in full force and effect
without modification and the Extract is a true, complete and accurate
extract of the minutes and resolutions referred to therein which
comprises such an extract from a duly convened, consituted and quorate
meeting of the Board of Directors of the Company and that the
resolutions referred to therein were duly and properly passed and
remain in full force and effect without modification
(f) all signatures purporting to be on behalf of (or to witness the
execution on behalf of) the Company are those of persons authorized by
the relevant resolutions to execute (or, as the case may be, witness
the execution of) the relevant document on behalf of the Company;
(g) the information disclosed in the file of the Company obtained by our
searches dated 16th August 2000 at the Companies Registration Office in
relation to the Company was then accurate and has not since then been
altered and that such search did not fail to disclose any material
information which had been delivered for registration but did not
appear on the file;
(h) there are no other facts which are or may be relevant to this opinion
which have not been disclosed to us in relation to our giving this
opinion;
(i) the accuracy and completeness of the statements contained in the
certificates or comparable documents referred to above
relating to matters of fact.
Subject to the assumption herein, we are of the opinion that up to 2,500,000
Ordinary Shares once allotted and issued by the Company in accordance with the
documents listed in the Schedule and the Minutes and the Resolutions and the
resolutions referred to in the Extract and once paid for in full in cash
pursuant to the documents listed in the Schedule and the Minutes and the
resolutions referred to in the Extract will be validly issued, subject to the
appropriate entries being made in the Register of Members of the Company, and
fully paid and, accordingly, no further contributions in respect of such
Ordinary Shares will be required by the holders thereof by virtue only of their
being such holders.
We express no opinion with respect to the accuracy of the facts, including
statements of foreign law, or the reasonableness of any statements of opinion,
contained in the Registration Statement or whether any material facts have been
omitted from the Registration Statement and we have not independently checked or
verified and assume no responsibility for the factual accuracy, completeness or
fairness of the statements contained in the Registration Statement.
This opinion is addressed for you for use in connection with the filing of the
Registration Statement. It may not be transmitted to or relied upon by any other
person or used for any other purpose, nor may its existence or contents be
otherwise disclosed to or quoted or referred to in any public document or filed
with any government agency or any other person without our prior written
consent. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission.
Yours faithfully,
/s/ Charles Russell
CHARLES RUSSELL
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SCHEDULE
1. Copies of the Memorandum and Articles of Association of the Company
obtained from the Registrar of Companies by a search of the Company's file
on 16th August 2000.
2. Minutes of meetings of the Directors of the Company held on 31st May 2000
and 17th August 2000 (the "Minutes").
3. Memorandum from M. Bibi dated August 2000 and an extract of the minutes
of a meeting of the Directors of the Company held on 17th August 2000
(the memorandum and the extract together are defined as "the Extract").
4. Resolutions passed at the Extraordinary General Meeting of the Company
held on 2nd September 1998 and at the Annual General Meeting of the Company
held on 3rd June 1999.
5. Searches of the Company obtained from the Companies Registration Office on
16th August 2000.
