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Exhibit 5
HALE AND DORR LLP
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 o fax 617-526-5000
August 9, 2000
BioTransplant Incorporated
Building 75, Third Avenue
Charlestown Navy Yard
Charlestown, MA 02129
Re: Registration Statement on Form S-3
File No. 333-41664
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Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), for the registration of an
aggregate of 186,650 shares of Common Stock, $0.01 par value per share, of
BioTransplant Incorporated, a Delaware corporation (the "Company") issuable
upon the exercise of warrants held by certain stockholders of the Company
(the "Warrant Shares"), all of which Warrant Shares, if and when sold, will
be sold by certain stockholders of the Company (the "Selling Stockholders").
We have examined signed copies of the Registration Statement as filed
with the Commission. We have also examined and relied upon minutes of meetings
of the stockholders and the Board of Directors of the Company as provided to us
by the Company, stock record books of the Company as provided to us by the
Company, the Certificate of Incorporation and By-Laws of the Company, each as
restated and/or amended to date, and such other documents as we have deemed
necessary for purposes of rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
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We assume that the appropriate action will be taken, prior to the offer
and sale of the Warrant Shares to register and qualify the Warrant Shares for
sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of the Commonwealth of Massachusetts,
the Delaware General Corporation Law and the federal laws of the United
States of America. To the extent that any other laws govern the matters as to
which we are opining herein, we have assumed that such laws are identical to
the state laws of the Commonwealth of Massachusetts, and we are expressing no
opinion herein as to whether such assumption is reasonable or correct.
Based upon and subject to the foregoing, we are of the opinion that
1. The Warrant Shares have been duly authorized, and when issued upon
exercise of the warrants in accordance with the terms of such warrants, will
be validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Warrant Shares while the Registration Statement
is in effect.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters." In
giving such consent, we do not
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hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
