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EXHIBIT 5
Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
Lawyers
Post Office Box 2611
Raleigh, North Carolina 27601
Phone: 919-821-1220
Fax: 919-821-6800
December 4, 2000
Quintiles Transnational Corp.
4709 Creekstone Drive
Riverbirch Building, Suite 200
Durham, NC 27703-8411
Ladies and Gentlemen:
As counsel for Quintiles Transnational Corp., a North Carolina
corporation (the "Company"), we furnish the following opinion in connection with
the proposed issuance by the Company of up to 6,500,000 shares of its common
stock, $0.01 par value (the "Common Stock"), pursuant to the Quintiles
Transnational Corp. Nonqualified Stock Option Plan and the Quintiles
Transnational Corp. Equity Compensation Plan (collectively, the "Plans"). These
securities are the subject of a Registration Statement to be filed by the
Company with the Securities and Exchange Commission on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"1933 Act"), to which this opinion is to be attached as an exhibit. This opinion
is furnished pursuant to the requirement of Item 601(b)(5) of Regulation S-K
under the 1933 Act.
We have examined the Amended and Restated Articles of Incorporation, as
amended (the "Articles") and the Amended and Restated Bylaws, as amended (the
"Bylaws") of the Company, the minutes of meetings of its Board of Directors, and
such other corporate records of the Company and other documents and have made
such examinations of law as we have deemed relevant for purposes of this
opinion. We also have received a certificate of an officer of the Company, dated
of even date herewith, relating to the issuance of the Common Stock pursuant to
the Plans. Based on such examination and such certificate, it is our opinion
that the 6,500,000 shares of Common Stock of the Company that are being
registered pursuant to the Registration Statement have been duly authorized, and
when duly issued and delivered against payment of the consideration therefore
expressed in the applicable resolutions of the Board of Directors or a committee
thereof, pursuant to the Plans as described in the Registration Statement, such
shares will be validly issued, fully paid, and nonassessable.
The opinion set forth herein is limited to matters governed by the laws
of the State of North Carolina, and no opinion is expressed herein as to the
laws of any other jurisdiction. The opinion set forth herein does not extend to
compliance with state and federal securities laws relating to the sale of these
securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement that the Company is about to file with the Securities and
Exchange Commission. Such consent shall not be deemed to be an admission that
this firm is within the category of persons whose consent is required under
Section 7 of the 1933 Act or the regulations promulgated pursuant to the 1933
Act.
Our opinion is as of the date hereof, and we do not undertake to advise
you of matters that might come to our attention subsequent to the date hereof
which may affect our legal opinion expressed herein.
Very truly yours,
/s/ SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
