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EXHIBIT 5
LEGAL OPINION OF HELLER EHRMAN WHITE & MCAULIFFE LLP
May 30, 2000
23855-0001
Neurobiological Technologies, Inc.
3260 Blume Drive, Suite 500
Richmond, CA 94806
REGISTRATION STATEMENT ON FORM SB-2
Ladies and Gentleman:
We have acted as counsel to Neurobiological Technologies, Inc., a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form SB-2 (the "Registration Statement") which the Company proposes
to file with the Securities and Exchange Commission on June 6, 2000 for the
purpose of registering under the Securities Act of 1933, as amended, an
aggregate of 1,200,000 shares of its common stock, par value $.001 (the
"Shares"), of which 1,200,000 Shares have been issued pursuant to Subscription
Agreements (the "Agreements") between and the Company and certain investors
(individually the "Investor" and together the "Investors").
We have assumed the authenticity of all records, documents and
instruments submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
records, documents and instruments submitted to us as copies.
In rendering our opinion, we have examined the following records,
documents and instruments:
(a) The Certificate of Incorporation of the Company, certified by the
Delaware Secretary of State as of May 26, 2000 and certified to us by
an officer of the Company as being complete and in full force as of the
date of this opinion;
(b) The Bylaws of the Company certified to us by an officer of the Company
as being complete and in full force and effect as of the date of this
opinion;
(c) A Certificate of an officer of the Company (i) attaching records
certified to us as constituting all records of proceedings and actions
of the Board of Directors, including any committee thereof, and
stockholders of the Company relating to the Shares, and the
Registration Statement, and (ii) certifying as to certain factual
matters;
(d) The Registration Statement;
(e) The Agreements; and
(g) A letter from Chase Mellon Shareholder Services, the Company's transfer
agent, dated June 1, 2000, as to the number of shares of the Company's
common stock that were outstanding on May 31, 2000.
This opinion is limited to the federal laws of the United States of
America, the laws of the State of California, and the General Corporation Law of
the State of Delaware (as to corporate formalities) and we disclaim any opinion
as to the laws of any other jurisdiction. We further disclaim any opinion as to
any other statute, rule,
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regulation, ordinance, order or other promulgation of any other jurisdiction or
any regional or local governmental body or as to any related judicial or
administrative opinion.
Based upon the foregoing and our examination of such questions of law
as we have deemed necessary or appropriate for the purpose of this opinion, and
assuming that (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered and sold, (ii) the full
consideration stated in the Agreements for each Share was received and that such
consideration in respect of each Share includes payment of cash or other lawful
consideration at least equal to the par value thereof, (iii) appropriate
certificates evidencing the Shares were executed and delivered by the Company,
and (iv) all applicable securities laws are complied with, it is our opinion
that the Shares were legally issued, and are fully paid and nonassessable.
This opinion is rendered to you in connection with the Registration
Statement and we disclaim any obligation to advise you of any change of law that
occurs, or any facts of which we may become aware, after the date of this
opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Registration Statement.
Very truly yours,
/s/ Heller Ehrman White & McAuliffe LLP
