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EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS]
November 30, 2000
Neurocrine Biosciences, Inc.
10555 Science Center Drive
San Diego, California 92121
Re: Registration Statement No. 333-47252; 3,450,000 shares
of Common Stock, par value $0.001 per share
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Ladies and Gentlemen:
In connection with the registration of 3,450,000 shares of common
stock of Neurocrine Biosciences, Inc., a Delaware corporation (the "Company"),
par value $0.001 per share (the "Shares"), under the Securities Act of 1933, as
amended (the "Act"), by the Company, on Form S-3 filed with the Securities and
Exchange Commission (the "Commission") on October 4, 2000 (File No. 333-47252),
as amended by Amendment No. 1 filed with the Commission on November 8, 2000, as
amended by Amendment No. 2 filed with the Commission on November 22, 2000, and
as amended by Amendment No. 3 filed with the Commission on November 30, 2000
(collectively, the "Registration Statement"), you have requested our opinion
with respect to the matters set forth below.
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares, and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, 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.
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LATHAM & WATKINS
Neurocrine Biosciences, Inc.
November 30, 2000
Page 2
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 Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or, in the case of Delaware, any other laws, or
as to any matters of municipal law or the laws of any local agencies within any
state.
Subject to the foregoing, it is our opinion that the Shares have been
duly authorized, and, upon issuance, delivery and payment therefor in the manner
contemplated by the Registration Statement, will be validly issued, fully paid
and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
Very truly yours,
/s/ Latham & Watkins
