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CV Therapeutics 1 June 28, 2000
[Letterhead of Debevoise & Plimpton]
June 28, 2000
CV Therapeutics, Inc.
3172 Porter Drive
Palo Alto, CA 94304
Registration Statement on Form S-3 of
CV Therapeutics, Inc.
(Registration No. 333-38528)
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Ladies and Gentlemen:
We have acted as special New York counsel to CV Therapeutics, Inc., a
Delaware corporation (the "Company"), in connection with the preparation of
this opinion letter and the filing thereof with the Securities and Exchange
Commission (the "Commission") as an exhibit to the Registration Statement on
Form S-3 referred to above (the "Registration Statement"). We understand
that the Registration Statement relates to the registration for resale under
the Securities Act of 1933, as amended, of $196,250,000 aggregate principal
amount of the Company's 4 3/4% Convertible Subordinated Notes due 2007 (the
"Notes") which were issued pursuant to the Indenture, dated as of March 7,
2000 (the "Indenture"), between the Company and Norwest Bank Minnesota, N.A.,
as trustee (the "Trustee")
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CV Therapeutics 2 June 28, 2000
In so acting, we have examined and relied upon originals or certified or
reproduction copies of (i) the Indenture, (ii) two global Notes executed by
the Company and authenticated by the Trustee, representing the Notes
outstanding as of the date hereof, (iii) the global Note, in the form to be
executed by the Company and authenticated by the Trustee, which will
represent Notes that are sold pursuant to the Registration Statement and (iv)
the Purchase Agreement, dated March 1, 2000 (the "Purchase Agreement"), among
the Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities Inc., FleetBoston Robertson Stephens
Inc. and SG Cowen Securities Corporation. We have also examined and relied
upon originals or certified or reproduction copies of such other agreements,
instruments, documents and records of the Company, and have made such
investigations of law, as we have deemed necessary or appropriate for the
purposes of this opinion. In all such examinations, we have assumed without
investigation the legal capacity of all natural persons executing documents,
the genuineness of all signatures on original or certified copies, the
authenticity of all original or certified copies and the conformity to
original or certified documents of all copies submitted to us as reproduction
copies. We have relied as to factual matters upon, and assume the accuracy
of, the statements made in the certificates of officers of the Company
delivered to us, the representations and warranties of the parties to the
Purchase Agreement that are contained therein, and certificates and other
statements or information of or from officers and representatives of the
Company and others.
Based upon the foregoing, we are of the opinion that the Notes
constitute valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms.
Our opinion is subject to the effects of (a) bankruptcy, insolvency,
fraudulent conveyance, fraudulent transfer, reorganization, moratorium or
other similar laws relating to or affecting enforcement of creditors' rights
or remedies generally and (b) general principles of equity, whether such
principles are considered in a proceeding at law or equity, including the
discretion of the court before which any proceeding may be brought, concepts
of good faith, reasonableness and fair dealing, and standards of materiality.
With your permission, for purposes of the opinion expressed herein, we
have assumed without investigation that (i) the Company and the Trustee are
and at all prior times have been duly organized, validly existing and in good
standing under the laws of their respective jurisdictions of organization,
(ii) the parties to the Indenture had and have the corporate power and
authority to enter into and perform the Indenture, the Indenture has been
duly authorized, executed and delivered by each of them, and the Indenture is
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CV Therapeutics 3 June 28, 2000
valid, binding and enforceable with respect to the Trustee, (iii) the Company
has the corporate power and authority to execute, deliver and perform the
Notes and (iv) the Notes have been duly authorized and executed by the
Company and authenticated by the Trustee in accordance with the terms of the
Indenture.
We express no opinion as to the laws of any jurisdiction other than the
internal laws of the State of New York.
Except to the limited extent described in the first sentence of this
opinion letter, we have not participated in the preparation or filing with
the Commission of the Registration Statement, and we do not assume any
obligation with respect thereto or any responsibility for the accuracy or
completeness thereof. The opinion expressed herein is rendered as of the
date of this opinion letter, and we assume no obligation to supplement this
opinion letter if any applicable laws change after the date hereof or if we
become aware of any facts that might change any opinion expressed herein
after the date hereof.
We have provided a copy of this opinion to your counsel Cooley Godward
LLP. Such counsel may rely on this opinion in giving their opinion to be
filed as an exhibit to the Registration Statement.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus forming part of the Registration Statement. In
giving such consent, we do not hereby concede that we are within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Debevoise & Plimpton
