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EXHIBIT 5.1
6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.piperrudnick.com
PHONE (410) 580-3000
FAX (410) 580-3001
September 6, 2000
HUMAN GENOME SCIENCES, INC.
9410 Key West Avenue
Rockville, Maryland 20850
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Human Genome Sciences, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement (the "Registration Statement") on Form S-3 to be filed
with the Securities and Exchange Commission (the "Commission") on September 6,
2000, including the preliminary prospectus dated September 6, 2000 included
therein (the "Prospectus"), by the Company of up to $1,000,000,000 aggregate
initial offering price of Securities (as defined below) for offering from time
to time. This opinion is being provided at your request in connection with the
filing of the Registration Statement.
As used herein, the term "Securities" includes (i) debt securities of
the Company ("Debt Securities"), including Debt Securities that are convertible
into Common Shares ("Convertible Debt Securities"); (ii) shares of common stock,
par value $0.01 per share, of the Company ("Common Shares"); (iii) whole or
fractional shares of preferred stock, par value $0.01 per share, of the Company
("Preferred Shares"), including Preferred Shares that are convertible into
Common Shares ("Convertible Preferred Shares"), and (iv) warrants to purchase
Debt Securities, Common Shares and/or Preferred Shares ("Warrants"). The
Registration Statement provides that the Securities may be offered separately or
together, in separate series, in amounts, at prices, and on terms to be set
forth in one or more supplements to the prospectus contained in the Registration
Statement (each, a "Prospectus Supplement").
In rendering the opinion expressed herein, we have reviewed originals or
copies, certified or otherwise identified to our satisfaction, of the following
documents:
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HUMAN GENOME SCIENCES, INC.
September 6, 2000
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(a) The Registration Statement, in the form to be filed with
the Commission.
(b) The Certificate of Incorporation, as in effect on the date
hereof, certified by the Delaware Secretary of State, and Bylaws, as in
effect on the date hereof, of the Company.
(c) Resolutions of the Board of Directors of the Company relating
to the authorization of the filing of the Registration Statement and of
the Securities.
(d) A short-form good standing certificate for the Company, dated
a recent date, issued by the Delaware Secretary of State.
(e) A Certificate of Secretary of the Company, dated the date
hereof (the "Certificate"), as to certain factual matters.
(f) Such other documents as we have considered necessary to the
rendering of the opinions expressed below.
In our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity with
originals of all documents submitted to us as copies (and the authenticity of
the originals of such copies), and the accuracy and completeness of all public
records reviewed by us. In making our examination of documents executed by
parties other than the Company (and for purposes of the documents referred to
below, to be executed by parties other than the Company), we have assumed that
such parties had the power, corporate or other, to enter into and perform all
obligations thereunder, and we have also assumed the due authorization by all
requisite action, corporate or other, and the valid execution and delivery by
such parties of such documents and the validity, binding effect, and
enforceability thereof with respect to such parties. As to any facts material to
this opinion, we have relied solely upon the Certificate.
We further assume that:
(a) The issuance, sale, amount and terms of Securities to be
offered from time to time by the Company will be duly determined and
authorized by proper action of the Board of Directors (or where
permitted, a committee of the Board of Directors) of the Company (each,
a "Board
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HUMAN GENOME SCIENCES, INC.
September 6, 2000
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Action") in accordance with the Company's Certificate of Incorporation
and Bylaws and applicable law, in each case so as not to result in a
default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed
by any court or governmental or regulatory body having jurisdiction over
the Company.
(b) Any Debt Securities will be issued under a valid and legally
binding indenture (each, an "Indenture") that conforms to the
description thereof set forth in the Prospectus or the applicable
Prospectus Supplement, and will comply with the Company's Certificate of
Incorporation and Bylaws and applicable law.
(c) Prior to the issuance of any Common Shares or Preferred
Shares, there will exist, under the Company's Certificate of
Incorporation, a sufficient number of authorized but unissued Common
Shares or Preferred Shares, as the case may be, and that all actions
necessary under applicable law to the creation of any such Preferred
Shares, whether by amendment to the Company's Certificate of
Incorporation or by classification or reclassification of existing
shares of capital stock and the filing of a Certificate of Designation,
will have been taken.
(d) Appropriate certificates representing Common Shares or
Preferred Shares will be executed and delivered upon issuance and sale
of any Common Shares or Preferred Shares, and will comply with the
Company's Certificate of Incorporation and Bylaws and applicable law.
(e) Any Warrants will be issued under a valid and legally binding
warrant agreement (each, a "Warrant Agreement") that conforms to the
description thereof set forth in the Prospectus or the applicable
Prospectus Supplement, and will comply with the Company's Certificate of
Incorporation and Bylaws and applicable law.
(f) The underwriting, subscription or purchase agreements for
offerings of the Securities (each, an "Underwriting Agreement," and
collectively, the "Underwriting Agreements") will be valid and legally
binding contracts enforceable against the parties thereto in accordance
with their terms, that conform to the description thereof set forth in
the Prospectus or the applicable Prospectus Supplement.
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HUMAN GENOME SCIENCES, INC.
September 6, 2000
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(g) To the extent that the obligations of the Company under any
Indenture or Warrant Agreement may be dependent upon such matters, the
financial institution to be identified in such agreement (the "Financial
Institution") will be duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; the
Financial Institution will be duly qualified to engage in the activities
contemplated by such agreement; such agreement will have been duly
authorized, executed and delivered by the Financial Institution and will
constitute the valid and legally binding obligation of the Financial
Institution enforceable against the Financial Institution in accordance
with its terms; the Financial Institution will be in compliance,
generally, with respect to acting under such agreement, with applicable
laws and regulations; and the Financial Institution will have the
requisite organizational and legal power and authority to perform its
obligations under such agreement.
Based upon the foregoing and having regard for such legal consideration
as we deem relevant, we are of the opinion and advise you that:
(1) Upon due authorization by Board Action of an issuance of Debt
Securities (and Securities of any class or series into which any Debt
Securities may be convertible), and upon issuance and delivery of
certificates for such Debt Securities against payment therefor in
accordance with the terms and provisions of such Board Action, the Debt
Securities and the applicable Indenture, the Registration Statement (as
declared effective under the Securities Act), the Prospectus or the
applicable Prospectus Supplement and, if applicable, an Underwriting
Agreement, or upon issuance and delivery of certificates for such Debt
Securities pursuant to the conversion of one or more series of
Securities convertible into Debt Securities, the Debt Securities
represented by such certificates will be duly authorized and, when duly
authenticated in accordance with the terms of the applicable Indenture,
will be valid and binding obligations of the Company.
(2) Upon due authorization by Board Action of an issuance of
Common Shares, and upon issuance and delivery of certificates for such
Common Shares against payment therefor in accordance with the terms and
provisions of such Board Action, the Registration Statement (as declared
effective under the Securities Act), the Prospectus or the applicable
Prospectus Supplement and, if applicable, an Underwriting Agreement, or
upon issuance and delivery of certificates for such
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HUMAN GENOME SCIENCES, INC.
September 6, 2000
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Common Shares pursuant to the conversion of one or more series of
Securities convertible into Common Shares, the Common Shares represented
by such certificates will be duly authorized, validly issued, fully paid
and non-assessable.
(3) When a series of Preferred Shares (and Securities of any
class or series into which any Preferred Shares may be convertible) has
been duly authorized and established in accordance with the applicable
Board Action, the terms of the Company's Certificate of Incorporation
and Bylaws, and applicable law, and, upon issuance and delivery of
certificates for shares of such series of Preferred Shares against
payment therefor in accordance with the terms and provisions of such
Board Action, the Registration Statement (as declared effective under
the Securities Act), the Prospectus or the applicable Prospectus
Supplement and, if applicable, an Underwriting Agreement, or upon
issuance and delivery of certificates for shares of such series of
Preferred Shares pursuant to the conversion of one or more series of
Securities convertible into shares of such series of Preferred Shares,
the shares of such series of Preferred Shares represented by such
certificates will be duly authorized, validly issued, fully paid and
non-assessable.
(4) Upon due authorization by Board Action of an issuance of
Warrants (and Securities of any class or series for which any Warrants
may be exercisable), and upon issuance and delivery of certificates for
such Warrants against payment therefor in accordance with the terms and
provisions of such Board Action, the Warrants and the applicable Warrant
Agreement, the Registration Statement (as declared effective under the
Securities Act), the Prospectus or the applicable Prospectus Supplement
and, if applicable, an Underwriting Agreement, such Warrants will be
duly authorized and will be valid and binding obligations of the
Company.
The opinion stated herein relating to the validity and binding nature of
any obligations of the Company is subject to (i) the effect of any applicable
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium, or similar laws affecting
creditors' rights generally and (ii) the effect of general principles of equity
(regardless of whether considered in a proceeding in equity or at law).
In addition to the qualifications set forth above, this opinion is
subject to the qualification that we express no opinion as to the laws of any
jurisdiction other than the
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HUMAN GENOME SCIENCES, INC.
September 6, 2000
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Delaware General Corporation Law. This opinion concerns only the effect of the
laws (exclusive of the securities or "blue sky" laws and the principles of
conflict of laws) of the State of Delaware as currently in effect. This opinion
is limited to the matters set forth herein, and no other opinion should be
inferred beyond the matters expressly stated.
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 caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement
and any Prospectus Supplement thereto and (ii) the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
