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EXHIBIT 5.1
[Latham & Watkins Letterhead]
September 27, 2000
Questcor Pharmaceuticals, Inc.
26118 Research Road
Hayward, California 94545
Re: Registration Statement on Form S-8
Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended, of an aggregate of 600,000 shares (the "Shares") of common stock, no
par value per share, of Questcor Pharmaceuticals, Inc., a California corporation
(the "Company"), issuable under the Questcor Pharmaceuticals, Inc. 2000 Employee
Stock Purchase Plan (the "Plan") by the Company on a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission you have requested our opinion with respect to the matters
set forth below.
We have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of California and we express no
opinion with respect to the applicability thereto, or the effect thereon, of any
other laws.
Subject to the foregoing and in reliance thereon, we are of the opinion
that, as of the date hereof, upon the issuance and sale of the Shares, each in
the manner contemplated by the Registration Statement and in accordance with the
terms of the Plan, and subject to the Company completing all action and
proceedings required on its part to be taken prior to the issuance of the Shares
pursuant to the terms of the Plan and the Registration Statement, including,
without limitation, collection of required payment for the Shares, the Shares
will be legally and validly issued, fully paid and nonassessable securities of
the Company.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent. We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
Latham & Watkins
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