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Exhibit 5.1
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
September 14, 2000
Myriad Genetics, Inc.
320 Wakara Way
Salt Lake City, UT 84108
Ladies and Gentlemen:
We have acted as counsel to Myriad Genetics, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-3 (the "Registration Statement"), pursuant to which the
Company is registering under the Securities Act of 1933, as amended, 350,000
shares of the Company's common stock, $.01 par value per share (the "Shares"),
for resale to the public. The Shares, if and when sold, will be sold by certain
security holders of the Company. This opinion is being rendered in connection
with the filing of the Registration Statement. All capitalized terms used herein
and not otherwise defined shall have the respective meanings given to them in
the Registration Statement.
In connection with this opinion, we have examined the Company's Restated
Certificate of Incorporation, as amended, and Restated By-laws, both as
currently in effect, such other records of the corporate proceedings of the
Company and certificates of the Company's officers as we have deemed relevant,
and the Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified, photostatic or facsimile copies and the
authenticity of the originals of such copies.
Our opinion is limited to the General Corporation Law of the State of
Delaware (including the applicable provisions of the Delaware Constitution and
the reported judicial decisions interpreting the laws) and the federal laws of
the United States of America, and we express no opinion with respect to the laws
of any other jurisdiction. No opinion is expressed herein with respect to the
qualification of the Shares under the securities or blue sky laws of any state
or foreign jurisdiction.
Boston New York Washington Reston
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Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C.
September 14, 2000
Page 2
Based upon and subject to the foregoing assumptions, limitations and
qualifications, we are of the opinion that (i) the Shares have been duly and
validly authorized by the Company and (ii) the Shares, when sold, will have been
duly and validly issued, fully paid and non-assessable shares of the Common
Stock, free of preemptive rights.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
The foregoing opinion is rendered as of the date hereof. We assume no
obligation to update such opinion to reflect any facts or circumstances which
may hereafter come to our attention or changes in the law which may hereafter
occur. We hereby consent to (i) the reference to this firm under the under the
caption "Legal Matters" in the Prospectus forming a part of the Registration
Statement and (ii) the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.
