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EXHIBIT 5
NUTTER, McCLENNEN & FISH, LLP
ATTORNEYS AT LAW
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2699
TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748
CAPE COD OFFICE
HYANNIS, MASSACHUSETTS
July 25, 2000
21326-159
Nabi
5800 Park of Commerce Boulevard, N.W.
Boca Raton, FL 33487
Gentlemen/Ladies:
Reference is made to that certain Registration Statement on Form S-3 (the
"Registration Statement") which Nabi (the "Company") is filing on the date
hereof with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the resale of up to
1,666,667 shares (the "Shares") of the Company's common stock, $.10 par value
per share.
We have acted as counsel for the Company in connection with the
Registration Statement. We have examined such documents and made such other
investigation as we have deemed appropriate to render the opinion set forth
below. As to matters of fact material to our opinion, we have relied, without
independent verification, on certificates and other inquiries of officers of the
Company. We are of the opinion that the Shares to be sold by the selling
security holders are duly and validly issued, fully paid and non-assessable.
We understand that this letter is to be used in connection with the
Registration Statement, as finally amended, and hereby consent to the filing of
this letter with and as a part of the Registration Statement as so amended, and
to the reference to our firm in the Prospectus under the heading "Legal
Matters." It is understood that this letter is to be used in connection with
the resale of the aforesaid Shares only while the Registration Statement is
effective as so amended and as it may be amended from time to time as
contemplated by Section 10(a)(3) of the Securities Act.
Very truly yours,
/s/ Nutter, McClennen & Fish, LLP
Nutter, McClennen & Fish, LLP
CA/NCH
