Exhibit 5
LAW OFFICES
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
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MIAMI (305) 789-3200 o BROWARD (954) 463-5440
FAX (305) 789-3395
WWW.STEARNSWEAVER.COM
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E. RICHARD ALHADEFF LISHA D. HOGUE GLENN M. RISSMAN OWEN S. FREED
LOUISE JACOWITZ ALLEN ALICE R. HUNEYCUTT ANDREW L. RODMAN SENIOR COUNSEL
STUART D. AMES RICHARD B. JACKSON KEITH E. ROUNSAVILLE
ALEXANDER ANGUEIRA SHARON LEE JOHNSON MIMI L. SALL THOMAS J. QUARLES
LAWRENCE J. BAILIN MICHAEL I. KEYES NICOLE S. SAYFIE OF COUNSEL
ANA T. BARNETT ROBERT T. KOFMAN RICHARD E. SCHATZ
CHRISTOPHER L. BARNETT CHAD K. LANG DAVID M. SEIFER DAVID M. SMITH
PATRICK A. BARRY TERRY M. LOVELL JOSE G. SEPULVEDA LAND USE CONSULTANT
SHAWN BAYNE JOY SPILLIS LUNDEEN JAY B. SHAPIRO
SUSAN FLEMING BENNETT GEOFFREY MacDONALD MARTIN S. SIMKOVIC
LISA K. BERG MONA E. MARKUS CURTIS H. SITTERSON TAMPA OFFICE
MARK J. BERNET BRIAN J. McDONOUGH MARK D. SOLOV SUITE 2200
HANS C. BEYER ANTONIO R. MENENDEZ EUGENE E. STEARNS SUNTRUST FINANCIAL CENTRE
RICHARD I. BLINDERMAN FRANCISCO J. MENENDEZ THOMAS T. STEELE 401 EAST JACKSON STREET
MATTHEW W. BUTTRICK ALISON W. MILLER BRADFORD SWING TAMPA, FLORIDA 33602
JENNIFER STEARNS BUTTRICK VICKI LYNN MONROE SUSAN J. TOEPFER
PETER L. DESIDERIO HAROLD D. MOOREFIELD, JR. ANNETTE TORRES (813) 223-4800
MARK P. DIKEMAN JIMMY L. MORALES DENNIS R. TURNER
DREW M. DILLWORTH JOHN N. MURATIDES RONALD L. WEAVER
DINO A. DOYLE JOHN K. OLSON ROBERT I. WEISSLER FORT LAUDERDALE OFFICE
SHARON QUINN DIXON JEFFREY A. NORMAN PATRICIA G. WELLES SUITE 1900
ALAN H. FEIN KARA E. PLUNKETT MARTIN B. WOODS 200 EAST BROWARD BOULEVARD
ANGELO M. FILIPPI DAVID C. POLLACK FORT LAUDERDALE, FLORIDA 33301
ROBERT E. GALLAGHER, JR. DARRIN J. QUAM
CHAVA E. GENET JOHN M. RAWICZ (954) 462-9500
PATRICIA K. GREEN PATRICIA A. REDMOND
JOSEPH K. HALL ELIZABETH G. RICE
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December 6, 2000
Phillip Frost, M.D.
Chief Executive Officer
IVAX Corporation
4400 Biscayne Boulevard
Miami, Florida 33137
Dear Dr. Frost:
As counsel to IVAX Corporation, a Florida corporation ("IVAX"), we have
examined the Articles of Incorporation and Amended and Restated Bylaws of IVAX
and that certain form of Indenture to be entered into between IVAX and U.S. Bank
Trust, National Association, as Trustee (the "Indenture"), as well as such other
documents and proceedings as we have considered necessary for the purposes of
this opinion. We have also examined and are familiar with the proceedings taken
by IVAX to authorize the issuance of up to $400,000,000 of debt securities to be
issued under the Indenture (the "Debt Securities") and shares of IVAX' Common
Stock, par value $0.10 per share (the "Common Stock") all of which may be issued
from time to time on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, as amended.. In addition, we have examined a copy of
IVAX' Registration Statement on Form S-3, pursuant to which IVAX' issuance
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and sale of the Debt Securities and the Common Stock will be registered under
the Securities Act of 1933, as amended.
In rendering this opinion we have assumed, without independent
investigation: (i) the authenticity of all documents submitted to us as
originals; (ii) the conformity to original documents of all documents submitted
to us as certified or photostatic copies; and (iii) the genuineness of all
signatures. In addition, as to questions of material fact to the opinions
expressed herein, we have relied upon such certificates of public officials,
corporate agents and officers of IVAX and such other certificates as we deemed
relevant.
With respect to the Common Stock, when (i) specifically authorized for
issuance by the Company's Board of Directors or an authorized committee thereof
(the "Authorizing Resolutions"), (ii) the Registration Statement has become
effective under the Securities Act, (iii) the terms of the sale of the Common
Stock have been duly established in conformity with the Company's Articles of
Incorporation and By-laws and do not violate any applicable law or result in a
default under or breach of any agreement or instrument binding on the Company
and comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company, (iv) the Common Stock
has been issued and sold as contemplated by the Registration Statement, and (v)
the Company has received the consideration provided for in the Authorizing
Resolutions, the Common Stock will be validly issued, fully paid and
nonassessable.
With respect to the Debt Securities, when (i) specifically authorized
for issuance by the Authorizing Resolutions, (ii) the Registration Statement has
become effective under the Securities Act, (iii) the terms of the Debt
Securities and of their issue and sale have been duly established in conformity
with the applicable Indenture and do not violate any applicable law or result in
a default under or breach of any agreement or instrument binding upon the
Company and comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company, (iv) such Debt
Securities have been duly executed and authenticated in accordance with the
applicable Indenture and issued and sold as contemplated in the Registration
Statement, and (v) the Company has received the consideration provided for in
the Authorizing Resolutions, such Debt Securities will constitute valid and
legally binding obligations of the Company, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles.
Our opinion is limited to the Business Corporation Act of the State of
Florida and the Untied States federal laws, and we express no opinion with
respect to the laws of any other jurisdiction. To the extent that any applicable
document is stated to be governed by the laws of another jurisdiction, we have
assumed for the purposes of this opinion that the laws of such jurisdiction are
identical to the state laws of the State of Florida.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of
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any change in any of these sources of law or subsequent legal or factual
developments which might affect any matters or opinions set forth herein.
In addition, we hereby consent to the use of our opinions included
herein and to all references to this firm under the heading "Legal Matters" in
the Prospectus included in IVAX' Registration Statement on Form S-3, pursuant to
which the Notes and Common Stock will be registered under the Securities Act of
1933, as amended.
Very truly yours,
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
