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[Hogan & Hartson Letterhead]
EXHIBIT 5.01
June 16, 2000
Board of Directors
Guilford Pharmaceuticals Inc.
6611 Tributary Street
Baltimore, MD 21224
Ladies and Gentlemen:
We are acting as counsel to Guilford Pharmaceuticals Inc., a Delaware
corporation (the "Company"), in connection with its registration statement on
Form S-4, as amended (the "Registration Statement"), filed with the Securities
and Exchange Commission relating to the registration of up to 16,087,126 shares
of the Company's common stock, par value $0.01 per share (the "Shares"),
pursuant to the terms of the Agreement and Plan of Merger dated as of May 29,
2000, among the Company, Gliatech Inc. ("Gliatech"), and St. John Development
Corp., a wholly-owned subsidiary of the Company (the "Merger Agreement"), which
provides for the merger of Gliatech with and into St. John Development Corp.,
with Gliatech surviving the merger (the "Merger"). This opinion letter is
furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection
with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. An executed copy of the Merger Agreement.
3. The Amended and Restated Certificate of Incorporation of the
Company, as certified by the Secretary of the State of the State
of Delaware on June 13, 2000 and by the Secretary of the Company
on the date hereof as being complete, accurate, and in effect.
4. The Amended and Restated Bylaws of the Company, as certified by
the Secretary of the Company on the date hereof as being complete,
accurate, and in effect.
5. Resolutions of the Board of Directors of the Company adopted at a
meeting held on May 28, 2000, as certified by the Secretary of the
Company on the date hereof as being complete, accurate,
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and in effect, relating to the issuance and sale of the Shares and
arrangements in connection therewith.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on the Delaware
General Corporation Law, as amended. We express no opinion herein as to any
other laws, statutes, ordinances, rules, or regulations. As used herein, the
term "Delaware General Corporation Law, as amended" includes the statutory
provisions contained therein, all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the
opinion that following (i) effectiveness of the Registration Statement, and (ii)
effectiveness of the Merger pursuant to the Delaware General Corporation Law, as
amended, the Shares issued in the Merger will be validly issued, fully paid, and
nonassessable.
This opinion letter has been prepared for your use in connection with the
Registration Statement and speaks as of the date hereof. We assume no obligation
to advise you of any changes in the foregoing subsequent to the delivery of this
opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.01 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
