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EXHIBIT 5.01
December 20, 2000
Board of Directors
Martek Biosciences Corporation
6480 Dobbin Road
Columbia, Maryland 21045
Ladies and Gentlemen:
This firm has acted as counsel to Martek Biosciences Corporation,
a Delaware corporation (the "Company"), in connection with its registration,
pursuant to a registration statement on Form S-8 filed on the date hereof (the
"Registration Statement"), of 1,000,000 shares (the "Shares") of common stock,
par value $.10 per share of the Company (the "Common Stock"), to be granted
pursuant to the Martek Biosciences Corporation 1997 Stock Option Plan, as
amended (the "Plan"). This letter is furnished to you pursuant to the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section
229.601(b)(5) in connection with such registration.
For purposes of this opinion letter, we have examined copies of
the following documents:
1. An executed copy of the Registration Statement.
2. The Certificate of Incorporation of the Company with
amendments thereto, as certified by the Secretary of State
of the State of Delaware on July 9, 1999, and as certified
by the Chief Financial Officer and Treasurer of the Company
on the date hereof as being complete, accurate and in
effect.
3. The Bylaws of the Company, as certified by the Chief
Financial Officer and Treasurer of the Company on the date
hereof as being complete, accurate and in effect.
4. The Plan as adopted by the Board of Directors of the
Company and as certified by the Chief Financial Officer and
Treasurer of the Company on the date hereof as being
complete, accurate and in effect.
5. Resolutions of the Board of Directors of the Company
adopted on March 16, 2000, as certified by the Chief
Financial Officer and
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Treasurer of the Company on the date hereof as being
complete, accurate and in effect, relating to, among other
things, the approval of the Plan and the filing of the
Registration Statement.
6. A certificate of the Chief Financial Officer and Treasurer
of the Company, dated the date hereof, as to certain facts
relating to the Company.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on the
Delaware General Corporation Law, as amended. We express no opinion herein as to
any other laws, statutes, ordinances, rules, or regulations. As used herein, the
term "Delaware General Corporation Law, as amended" includes the statutory
provisions contained therein, all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the
opinion that the Shares, when issued and delivered in the manner and on the
terms contemplated in the Registration Statement and the Plan (with the Company
having received the consideration therefor, the form of which is in accordance
with applicable law), will be validly issued, fully paid and non-assessable.
This opinion letter has been prepared for your use in connection
with the Registration Statement and speaks as of the date hereof. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit
5.01 to the Registration Statement. In giving this consent, we do not thereby
admit that we are an "expert" within the meaning of the Securities Act of 1933,
as amended.
Very truly yours,
HOGAN & HARTSON L.L.P.
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