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EXHIBIT 5
Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
Lawyers
2500 First Union Capitol Center
Raleigh, North Carolina 27601
Phone: 919-821-1220
Fax: 919-821-6800
July 31, 2000
Embrex, Inc.
1035 Swabia Court
Durham, North Carolina 27703
Ladies and Gentlemen:
As counsel for Embrex, Inc., a North Carolina Corporation (the "Company"),
we furnish the following opinion in connection with the proposed issuance by the
Company of up to 800,000 shares of its common stock, $0.01 par value (the
"Common Stock"), pursuant to the Amended and Restated Incentive Stock Option and
Nonstatutory Stock Option Plan, the Amended and Restated Employee Stock Purchase
Plan, and the Amended and Restated Non-U.S. Employee Stock Purchase Plan
(collectively, the "Plans"). These securities are the subject of a Registration
Statement to be filed by the Company with the Securities and Exchange Commission
on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "1933 Act"), to which this opinion is to be attached as an exhibit.
This opinion is furnished pursuant to the requirement of Item 601(b)(5) of
Regulation S-K under the 1933 Act.
We have examined the Restated Articles of Incorporation and the Amended and
Restated Bylaws of the Company, the minutes of meetings of its Board of
Directors, and such other corporate records of the Company and other documents
and have made such examinations of law as we have deemed relevant for purposes
of this opinion. We also have received a certificate of an officer of the
Company, dated of even date herewith, relating to the issuance of the Common
Stock pursuant to the Plans. Based on such examination and such certificate, it
is our opinion that the 800,000 shares of Common Stock of the Company that are
being registered pursuant to the Registration Statement have been duly
authorized, and when duly issued and delivered against payment of the
consideration therefor expressed in the applicable resolutions of the Board of
Directors or a committee thereof, pursuant to the Plans as described in the
Registration Statement, such shares will be validly issued, fully paid, and
nonassessable.
The opinion set forth herein is limited to matters governed by the laws of
the State of North Carolina, and no opinion is expressed herein as to the laws
of any other jurisdiction. The opinion set forth herein does not extend to
compliance with state and federal securities laws relating to the sale of these
securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement that you are about to file with the Securities and
Exchange Commission. Such consent shall not be deemed to be an admission that
this firm is within the category of persons whose consent is required under
Section 7 of the 1933 Act or the regulations promulgated pursuant to the 1933
Act.
Sincerely yours,
/s/ SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
