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EXHIBIT 5
[LETTERHEAD OF PEPPER HAMILTON LLP]
May 31, 2000
ViroPharma Incorporated
405 Eagleview Boulevard
Exton, Pennsylvania 19341
Re: Registration Statement on Form S-8 relating to the ViroPharma
Incorporated Stock Option Plan, as amended and restated
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Ladies and Gentlemen:
We have acted as counsel to ViroPharma Incorporated, a Delaware
corporation (the "Company") in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), relating to an additional 750,000 shares of the Company's common stock,
par value $0.002 per share (the "Common Stock"), reserved for and issuable under
the ViroPharma Incorporated Stock Option Plan, as amended and restated (the
"Plan").
In rendering this opinion, we have examined the Registration Statement
and the exhibits thereto, including the Plan, certain records of the Company's
corporate proceedings as reflected in its minute books and such statutes,
records and other documents as we have deemed relevant. In our examination, we
have assumed the genuineness of documents submitted to us as originals and the
conformity with the originals of all documents submitted to us as copies
thereof.
Based on the foregoing, it is our opinion that the shares of Common
Stock issuable under the Plan will be, when issued and paid for in accordance
with the terms of the Plan, validly issued, fully paid and non-assessable.
The opinion set forth above is limited to the General Corporation Law
of the State of Delaware, as amended.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Act and the rules or regulations of the Commission thereunder.
The opinion expressed herein is solely for your benefit and may be
relied upon only by you.
Sincerely,
PEPPER HAMILTON LLP
