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EXHIBIT 5.1
OPINION OF LATHAM & WATKINS
August 11, 2000
CV Therapeutics, Inc.
3172 Porter Drive
Palo Alto, California 94304
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
In connection with the registration by CV Therapeutics, Inc., a
Delaware corporation (the "Company"), of an aggregate of 75,000 shares of the
Common Stock, par value $.001 per share (the "Common Stock"), of the Company
pursuant to the CV Therapeutics, Inc. Employee Stock Purchase Plan, as
amended (the "ESPP"), and the registration by the Company of an aggregate of
150,000 shares of Common Stock pursuant to the CV Therapeutics, Inc.
Non-Employee Directors' Stock Option Plan, as amended (together with the
ESPP, the "Plans"), on a Registration Statement on Form S-8 (the
"Registration Statement"), to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, you have requested
our opinion with respect to the matters set forth below. The 225,000 shares
to be registered pursuant to the Registration Statement are referred to below
as the "Shares."
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
Company in connection with the authorization, issuance and sale of the Shares.
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 of
only the General Corporation Law of the State of Delaware, including
statutory and reported decisional law thereunder, and we assume no
responsibility as to the application to the subject transaction, or the
effect thereon, of any other laws, of the laws of any other jurisdiction or
as to any matters of municipal law or any other local agencies within any
state.
Subject to the foregoing it is our opinion that, as of the date hereof,
upon the issuance and sale of the Shares, each in the manner contemplated by the
Registration Statement and in accordance with the terms of the Plans, and
subject to the Company completing all action and
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proceedings required on its part to be taken prior to the issuance of the Shares
pursuant to the terms of the Plans and the Registration Statement, including,
without limitation, collection of required payment for the Shares, the Shares
will be legally and validly issued, fully paid and nonassessable securities of
the Company.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
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