Exhibit 5
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
June 27, 2000
Board of Directors
Columbia Laboratories, Inc.
2875 Northeast 191 Street, Suite 400
Aventura, Florida 33180
Ladies and Gentlemen:
We have acted as counsel to Columbia Laboratories, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of the Company's Registration Statement
on Form S-3 (File No. 333-38230) (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the sale,
from time to time pursuant to Rule 415 under the Securities Act, of shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), with
aggregate proceeds of up to $75,000,000. The Common Stock may be offered in
amounts, at prices and on terms to be determined by market conditions at the
time of the offering and will be set forth in a prospectus supplement to the
prospectus (the "Prospectus") included in the Registration Statement.
In so acting, we have examined originals or copies (certified or
otherwise identified to our satisfaction) of the Restated Certificate of
Incorporation of the Company, as amended to date, the Bylaws of the Company, as
amended to date, the Registration Statement, the Prospectus and such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
the Company, and have made such inquiries of such officers and representatives,
as we have deemed relevant and necessary as a basis for the opinions hereinafter
set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of all 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, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to these opinions that have not been independently established,
we have relied upon certificates or comparable documents of officers and
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representatives of the Company. We have also assumed that, prior to any offering
and sale of Common Stock, (1) the Registration Statement has become effective,
(2) the Board of Directors (or a special committee thereof authorized to act on
its behalf) of the Company has duly authorized the terms of and the prices at
which the Common Stock is to be issued and sold, (3) an appropriate prospectus
supplement with respect to the Common Stock has been prepared, delivered and
filed in compliance with the Securities Act, (4) if the Common Stock is sold
pursuant to an underwriting agreement, such underwriting agreement has been duly
authorized, executed and delivered by the Company and the other parties thereto
and constitutes the legal, valid and binding obligation of the Company,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally, and subject, as
to enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity) and (5) the execution
and delivery by the Company of such underwriting agreement, if any, and the
performance by the Company of its obligations in connection with the sale and
issuance of Common Stock will not conflict with, constitute a default under or
violate (i) any of the terms, conditions or provisions of the Restated
Certificate of Incorporation or Bylaws of the Company, (ii) any of the terms,
conditions or provisions of any material document, agreement or other instrument
to which the Company is a party or by which it is bound, (iii) Delaware
corporate or federal law or regulation (other than federal and state securities
or blue sky laws) or (iv) any judgment, writ, injunction, decree, order or
ruling of any court or governmental authority binding on the Company. Further,
we have assumed that a sufficient number of shares of Common Stock are
authorized or reserved and available for issuance and that the consideration for
the issuance and sale of such shares of Common Stock is not less than the par
value of the Common Stock.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the shares of Common Stock when issued and
sold will be duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the use of this letter as an exhibit to the
Registration Statement and to any and all references to our firm in the
Prospectus which is a part of the Registration Statement.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
