<PAGE> 1
EXHIBIT 5
Aimee S. Weisner, Esq.
Corporate Counsel and Assistant Secretary
Allergan, Inc.
2525 Dupont Drive
Irvine, CA 92612
(714) 246-4500
August 11, 2000
Allergan, Inc.
2525 Dupont Drive
Irvine, CA 92612
Re: Registration Statement on Form S-8 for 50,000
additional shares of Common Stock
Ladies and Gentlemen:
I am Corporate Counsel and Assistant Secretary of Allergan, Inc., a
Delaware corporation (the "Company"), and in such capacity have participated in
the preparation of a Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended (the "Securities Act") of an aggregate of 50,000 shares of common
stock, $.01 par value per share (the "Common Stock") of the Company. Such shares
are issuable as needed pursuant to the Allergan, Inc. 1989 Nonemployee Director
Stock Plan, as amended and restated (the "Plan").
For purposes of rendering this opinion, I have made such legal and
factual examinations as I have deemed necessary under the circumstances and, as
part of such examination, I have examined, among other things, originals and
copies, certified or otherwise identified to my satisfaction, of such documents,
corporate records and other instruments as I have deemed necessary or
appropriate. For the purposes of such examination, I have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to me.
On the basis of and in reliance upon the foregoing examination and
assumptions, I am of the opinion that, assuming the Registration Statement shall
have become effective pursuant to the provisions of the Securities Act, the
Common Stock, when issued in accordance with the provisions of the Plan, will be
validly issued, fully paid and nonassessable.
I am admitted to practice law in the State of California; however, I am
generally familiar with the Delaware General Corporation Law as presently in
effect, and have made such inquiries as I consider necessary to render the
opinions set forth herein relating to Delaware law. Except with respect to the
present general corporation laws of the State of Delaware, this opinion is
limited to the present laws of the United States of America and the State of
California and the present judicial interpretations thereof. No opinion is
expressed by me as to the effect of the laws of any other jurisdiction or as to
matters of conflict or choice of law. I undertake no obligation to advise you as
a result of developments occurring after the date hereof or as a result of facts
or circumstances brought to my attention after the date hereof.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/ Aimee S. Weisner
---------------------------------
Aimee S. Weisner
Corporate Counsel and Assistant
Secretary of Allergan, Inc.
