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Dear Ladies and Gentlemen:
We have acted as counsel to BioCryst
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the
registration on Form S-8 (the “Registration Statement”) under the Securities Act of 1933,
as amended, of an additional 1,600,000 shares of common stock (the “Shares”) authorized
for issuance under the Company’s 1991 Stock Option Plan (the “Plan”).
This opinion is being furnished in
accordance with the requirements of Item 8 of Form S-8 and
Item 601(b)(5)(i) of
Regulation S-K.
We have reviewed the Company’s charter
documents and the corporate proceedings taken by the Company in connection with the
establishment of the Plan. Based on such review, we are of the opinion that, if, as and
when the Shares have been issued and sold (and the consideration therefor received)
pursuant to the provisions of option agreements duly authorized under the Plan and in
accordance with the Registration Statement, such Shares will be duly authorized, legally
issued, fully paid and nonassessable.
We consent to the filing of this opinion
letter as Exhibit 5 to the Registration Statement.
This opinion letter is rendered as of the
date first written above and we disclaim any obligation to advise you of facts,
circumstances, events or developments which hereafter may be brought to our attention and
which may alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by implication
or otherwise, as to any other matters relating to the Company, the Plan or the Shares.
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