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Exhibit 5
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
October 27, 2000
Alkermes, Inc.
64 Sidney Street
Cambridge, MA 02139-4234
Re: Additional Shares of Alkermes, Inc.
Common Stock to be Issued Pursuant to
Alkermes, Inc. Stock Option Plan for Non-Employee
Directors and 1998 Equity Incentive Plan
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Gentlemen:
We have acted as counsel to Alkermes, Inc. (the "Company") in connection
with the Company's Stock Option Plan for Non-Employee Directors and the
Company's 1998 Equity Incentive Plan, (collectively the "Plans"), and the
registration and issuance of up to an additional 201,616 shares of the Company's
common stock, par value $0.01 per share, (the "Additional Shares") pursuant to
the terms thereof.
The opinion expressed below is based on the assumption that a Registration
Statement on Form S-8 (the "Registration Statement") with respect to the
Additional Shares will have been filed by the Company with the Securities and
Exchange Commission and will have become effective before any of the Additional
Shares are issued and that persons acquiring the Additional Shares will do so
strictly in accordance with the terms of the Plan and will receive a prospectus
containing all the information required by Part I of Form S-8 before acquiring
such Additional Shares.
Based on the foregoing, we are of the opinion that the Additional Shares,
when issued and sold by the Company to the purchasers of the Additional Shares
in accordance with the terms and conditions of the Plan, will be legally issued,
fully paid and non-assessable.
This opinion is limited to the Federal law of the United States of America
and the laws of the Commonwealth of Pennsylvania.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
