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EXHIBITS 5 and 23.2
Duramed Pharmaceuticals, Inc.
7155 E. Kemper Road
Cincinnati, Ohio 45249
June 2, 2000
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
I have acted as counsel for Duramed Pharmaceuticals, Inc. (the
"Company") in connection with its filing of a Registration Statement on Form S-3
concerning the registration of up to 3,515,092 shares of common stock, $.01 par
value (the "Common Stock"), which may be sold by the Selling Shareholders
identified in the Registration Statement. The shares of Common Stock being
registered may be issued by the Company upon conversion of the Company's 5%
Cumulative Convertible Preferred Stock, Series G (the "Series G Shares"),
issuance of Common Stock dividends on the Series G Shares, and exercise of
Warrants to purchase Common Stock.
It is my opinion that the registration of the shares of Common Stock
covered by the Registration Statement has been duly authorized by all necessary
corporate action by the Company. The shares of Common Stock that may be issued
and sold will be, when issued in accordance with the terms and conditions of the
agreements providing for their issuance, duly authorized, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
aforesaid Registration Statement and to the reference to me under the caption
"Legal Matters" in the Prospectus.
Yours very truly,
Lawrence A. Glassmann
Senior Vice President and
General Counsel
