Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D.C. 20036
January 10, 2001
IGEN International, Inc.
16020 Industrial Drive
Gaithersburg, MD 20877
Re: IGEN International, Inc. Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to IGEN International, 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 filed with the
Securities and Exchange Commission (the "Commission") on January 2, 2001,
including the preliminary prospectus dated January 2, 2001, included therein
(the "Prospectus"), by the Company of up to 3,000,000 shares of common stock
("Shares") for offering from time to time. This opinion is being provided at
your request in connection with the filing of the Registration Statement.
In rendering the opinion expressed herein, we have reviewed originals
or copies, certified or otherwise identified to our satisfaction, of such
documents as we have considered necessary to the rendering of the opinion
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 representations made to us by
representatives of the Company.
We further assume that:
(a) The issuance, sale, amount and offering terms of Shares 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,
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IGEN International, Inc.
January 10, 2001
Page 2
a "Board 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 and will be properly described in
any applicable prospectus supplement to the Registration Statement
("Prospectus Supplement").
(b) Prior to the issuance of any Shares, there will exist,
under the Company's Certificate of Incorporation, a sufficient number
of authorized but unissued Shares.
(c) Appropriate certificates representing Shares will be
executed and delivered upon issuance and sale of any Shares, and will
comply with the Company's Certificate of Incorporation and Bylaws and
applicable law.
(d) The underwriting, subscription or purchase agreements for
offerings of Shares (each, a "Purchase Agreement," and collectively,
"Purchase Agreements") will be valid and legally binding contracts
enforceable against the parties thereto in accordance with their terms,
and will conform to the description thereof set forth in the Prospectus
or the applicable Prospectus Supplement.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
Upon due authorization by Board Action of an issuance of
Shares, and upon issuance and delivery of certificates for such 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, a Purchase Agreement, the Shares
represented by such certificates will be duly authorized, validly
issued, fully paid and non-assessable.
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 Delaware General Corporation Law, which for these
purposes shall be deemed to include statutory provisions and also all applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting these laws. 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.
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IGEN International, Inc.
January 10, 2001
Page 3
The foregoing opinion is rendered as of the date hereof. 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/ Kirkpatrick & Lockhart LLP
Kirkpatrick & Lockhart LLP
