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Exhibit 5
HALE AND DORR LLP
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 - fax 617-526-5000
August 3, 2000
BioSphere Medical, Inc.
1050 Hingham Street
Rockland, Massachusetts 02370
Re: Registration Statement on Form S-3
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Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-3, as amended (the "Registration Statement"), filed with
the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), for the
registration of (i) an aggregate of 1,868,787 shares of Common Stock, $0.01
par value per share (the "Shares"), of BioSphere Medical, Inc., a Delaware
corporation (the "Company") and (ii) an aggregate of 163,468 shares of Common
Stock issuable upon conversion of warrants held by certain stockholders of
the Company (the "Warrant Shares"), all of which Shares and Warrant Shares,
if and when sold, will be sold by certain stockholders of the Company (the
"Selling Stockholders").
We have examined signed copies of the Registration Statement as filed
with the Commission. We have also examined and relied upon minutes of
meetings of the stockholders and the Board of Directors of the Company as
provided to us by the Company, stock record books of the Company as provided
to us by the Company, the Certificate of Incorporation and By-Laws of the
Company, each as restated and/or amended to date, and such other documents as
we have deemed necessary for purposes of rendering the opinions hereinafter
set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as copies, the authenticity of the originals of such latter
documents and the legal competence of all signatories to such documents.
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We assume that the appropriate action will be taken, prior to the offer
and sale of the Shares or Warrant Shares to register and qualify the Shares
or Warrant Shares for sale under all applicable state securities or "blue
sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts, the Delaware
General Corporation Law and statute and the federal laws of the United States
of America. To the extent that any other laws govern the matters as to which
we are opining herein, we have assumed that such laws are identical to the
state laws of the Commonwealth of Massachusetts, and we are expressing no
opinion herein as to whether such assumption is reasonable or correct.
Based upon and subject to the foregoing, we are of the opinion that
1. The Shares have been duly authorized and are validly issued, fully
paid and nonassessable;
2. The Warrant Shares have been duly authorized, and when issued upon
conversion of the warrants in accordance with the terms of such warrants,
will be validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares or the Warrant Shares while the Registration
Statement is in effect.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any
change in any of these sources of law or subsequent legal or factual
developments which might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use
of our name therein and in the related Prospectus under the caption "Legal
Matters." In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
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HALE AND DORR LLP
