EXHIBIT 5.1
MIAMI CENTER
201 SOUTH BISCAYNE BOULEVARD
SUITE 3000
BROAD AND CASSEL MIAMI, FLORIDA 33131
------------------ TELEPHONE: 305.373.9400
Attorneys at Law FACSIMILE: 305.373.9443
www.broadandcassel.com
July 19, 2000
Andrx Corporation
4001 Southwest 47th Avenue
Fort Lauderdale, Florida 33314
Re: Andrx Corporation
Registration Statement on Form S-4
Ladies and Gentlemen:
Reference is made to that certain Registration Statement on Form S-4
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), filed by Andrx Corporation, a Delaware corporation (the
"Company"), on the date hereof with the Securities and Exchange Commission. The
Registration Statement describes certain transactions in which shares of two
classes of common stock (the "Shares") will be issued by the Company. We have
acted as legal counsel to the Company in connection with the preparation and
filing of the Registration Statement.
For purposes of this opinion letter, we have examined the original or
certified copies of such records of the Company, and such agreements,
certificates of public officials, certificates of officers or representatives of
the Company and others, and such other documents as we deem relevant and
necessary for the opinion expressed in this letter. As to various questions of
fact material to such opinion, we have relied without independent investigation
upon statements or certificates of officials and representatives of the Company
and others.
Based on, and subject to the foregoing, we are of the opinion that the
Shares shall, upon such issuance as described in the Registration Statement, be
duly and validly issued and fully paid and nonassessable.
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Andrx Corporation
July 19, 2000
Page 2
In rendering this opinion, we advise you that members of this Firm are
members of the Bar of the State of Florida, and we express no opinion herein
concerning the applicability or effect of any laws of any other jurisdiction,
except the securities laws of the United States of America.
This opinion letter has been prepared and is to be construed in
accordance with the Report on Standards for Florida Opinions, dated April 8,
1991, as amended and supplemented, issued by the Business Law Section of The
Florida Bar (the "Report"). The Report is incorporated by reference into this
opinion letter.
We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement. We also consent to the use of our name under the
caption "Legal Matters" in the Prospectus constituting part of the Registration
Statement. In giving such consent, we do not thereby admit that we are included
within the category of persons whose consent is required under Section 7 of the
Securities Act, or the rules and regulations promulgated thereunder.
Very truly yours,
BROAD AND CASSEL
/S/ BROAD AND CASSEL
