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EXHIBIT 5.1
OPINION OF LATHAM & WATKINS
[LATHAM & WATKINS LETTERHEAD]
CV Therapeutics, Inc.
3172 Porter Drive
Palo Alto, California 94304
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the registration by CV Therapeutics, Inc., a
Delaware corporation (the "Registrant"), of an aggregate maximum offering of
$120,000,000 of shares of common stock of the Registrant (the "Shares"),
under the Securities Act of 1933, as amended (the "Act"), on that certain
registration statement on Form S-3 filed with the Securities and Exchange
Commission on July 19, 2000 (the "Registration Statement"), you have
requested our opinion with respect to the matters set forth below.
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Registrant in connection with the authorization, issuance and
sale of the Shares, and for the purposes of this opinion, have assumed such
proceedings will be timely completed in the manner presently proposed. In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
and the conformity to authentic original documents of all documents submitted
to us as copies.
We are opining herein as to the effect on the subject transaction
only of the General Corporation Law of the State of Delaware, including
statutory and reported decisional law thereunder and we express no opinion
with respect to the applicability thereto, or the effect thereon, of any
other laws.
Subject to the foregoing, it is our opinion that the Shares have
been duly authorized, and, upon issuance, delivery and payment therefor in
the manner contemplated by the Registration Statement, will be validly
issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters".
Very truly yours,
/s/ Latham & Watkins
