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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
January 4, 2001
CV Therapeutics, Inc.
3172 Porter Drive
Palo Alto, California 94304
Re: $100,000,000 Aggregate Offering Price
of Common Stock of CV Therapeutics, Inc.
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Ladies and Gentlemen:
In connection with the registration statement on Form S-3 (the
"Registration Statement") to be filed by CV Therapeutics, Inc. (the "Company")
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), you have requested our opinion with respect to
the matters set forth below.
You have provided us with a draft prospectus (the "Prospectus") which
is a part of the Registration Statement. The Prospectus provides that it will be
supplemented in the future by one or more supplements to the Prospectus (each a
"Prospectus Supplement"). The Prospectus as supplemented by various Prospectus
Supplements will provide for the registration by the Company of up to
$100,000,000 aggregate offering price of shares of common stock, par value
$0.001 per share (the "Shares").
In our capacity as your special 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, and for the purposes of this opinion, have assumed that such
proceedings will be timely completed in the manner presently proposed and that
the terms of each issuance will otherwise be in compliance with law. In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to our satisfaction of such documents, corporate
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LATHAM & WATKINS
CV Therapeutics, Inc.
January 4, 2001
Page 2
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, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or, any other laws, or as to any matters of
municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof, when the Registration Statement and any
required post-effective amendments thereto and any and all Prospectus
Supplement(s) required by applicable laws have all become effective under the
Securities Act, and upon adoption by the Board of Directors of the Company of a
resolution in form and content as required by applicable law and upon issuance
and delivery of and payment of legal consideration in excess of the par value
thereof for the Shares in the manner contemplated by the Registration Statement,
the Prospectus and the related Prospectus Supplement(s) and by such resolution,
and assuming that (i) the terms of the Shares as executed and delivered are as
described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (ii) at the time of issuance of the Shares, the
Company has a sufficient number of authorized but unissued shares under the
Company's Amended and Restated Certificate of Incorporation, as amended, and
(iii) the Shares as executed and delivered comply with all requirements and
restrictions, if any, applicable to the Company, whether imposed by any court or
governmental or regulatory body having jurisdiction over the Company, the Shares
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 under the caption "Legal
Matters" in the Prospectus included therein.
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LATHAM & WATKINS
CV Therapeutics, Inc.
January 4, 2001
Page 3
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent.
Very truly yours,
/s/ Latham & Watkins
