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EXHIBIT 5.1
November 13, 2000
NPS Pharmaceuticals, Inc.
420 Chipeta Way
Salt Lake City, Utah 84108-1256
Re: NPS Pharmaceuticals, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to NPS Pharmaceuticals, Inc., a Delaware
corporation ("NPS"), in connection with the preparation and filing of the
Registration Statement on Form S-3 (Registration No. 333-45274) originally filed
on September 6, 2000 with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), and as subsequently
amended by an amendment thereto filed on October 20, 2000, and an amendment
filed on November 9, 2000, which was declared effective on November 9, 2000 (the
"Prior Registration Statement"), and the filing of a Registration Statement
filed on the date hereof under Rule 462(b) of the Securities Act of 1933, as
amended, which incorporates the Prior Registration Statement by reference (the
"Rule 462(b) Registrtion Statement"). The Prior Registration Statement and Rule
462(b) Registration Statement are referred to herein collectively as the
"Registration Statement". The Prior Registration Statement relates to the
proposed issuance of 3,500,000 shares (plus shares subject to an over-
allotment option) and the Rule 462(b) Registration Statement relates to the
proposed issuance of 500,000 shares (plus shares subject to an over-allotment
option) (all such shares being referred to herein as the "Shares"), of common
stock, par value $.001 per share, of NPS (the "Common Stock"), which will be
sold to the respective underwriters named in the Registration Statement pursuant
to the Underwriting Agreement filed as Exhibit 1.1 to the Registration Statement
(the "Underwriting Agreement").
We have participated in the preparation of the Registration Statement and
have made such legal and factual examination and inquiry as we have deemed
advisable for the rendering of this opinion. In making our examination we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to all authentic original
documents of all documents submitted to us as copies.
Based upon and subject to the foregoing, we are of the following opinion:
When (i) the Registration Statement becomes effective, (ii) the Pricing
Committee of the Company's Board of Directors approves the price at which the
Shares are to be sold to the underwriters set forth in the Underwriting
Agreement and approves other matters relating to the issuance and sale of the
Shares, (iii) the Underwriting Agreement has been duly executed and delivered by
the parties thereto and (iv) certificates representing the Shares in the form of
the specimen certificate examined by us have been manually signed by an
authorized officer of the transfer agent and registrar for the Common Stock and
registered by such transfer agent and registrar, and have been delivered to and
paid for by the Underwriters, at a price per share determined by the resolutions
of the Pricing Committee not less than the per share par value of the Common
Stock as contemplated by the Underwriting Agreement, the issuance and sale of
the Shares will have been duly authorized, and the Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus contained
therein under the caption "Legal Matters." In giving such consent we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
/s/ Parsons Behle & Latimer
