Exhibit 5.1
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
March 21, 2006
Endo Pharmaceuticals Holdings Inc.
100 Endo Boulevard
Chadds Ford, Pennsylvania 19317
Re: Endo Pharmaceuticals Holdings Inc. Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Endo Pharmaceuticals Holdings Inc., a Delaware corporation (the “Company”), in connection with the public offering by certain stockholders of the Company (the “Selling Stockholders”) named in the registration statement referred to below of (i) currently outstanding shares of the Company’s common stock (“Common Stock”), par value $.01 per share (the “Secondary Shares”) and (ii) 26,250 shares of Common Stock to be issued by the Company upon the exercise of options to purchase Common Stock (“the Secondary Option Shares”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).
In rendering the opinions set forth herein, we have examined and relied on originals or copies of: (i) the registration statement on Form S-3 of the Company relating to the sale of Secondary Shares and the Secondary Option Shares filed with the Securities and Exchange Commission (the “Commission”) on January 19, 2006 under the Securities Act of 1933, as amended (the “Act”), registering the Secondary Option Shares and an indeterminate number of Secondary Shares each as may at various times be sold at indeterminate prices, in reliance on Rule 456(b) and Rule 457(r) under the Act (such registration statement being hereinafter referred to as the “Registration Statement”); (ii) the Certificate of Incorporation of the Company, as amended to date and as certified by the Secretary of State of the State of Delaware; (iii) the By-laws of the Company, as amended to date and as certified by the Secretary of the Company; (iv) certain resolutions of the Board of Directors of the Company relating to the Secondary Shares and the Secondary Option Shares and related matters; (v) certain resolutions of the Compensation Committee of the Board of Directors of the Company relating to the Secondary Option Shares and related matters; (vi) the Exchange Agreements, dated December 1, 1997 between Endo Pharmaceuticals Holdings Inc., Kelso Investment Associates V, L.P. and Kelso Equity Partners V, L.P.; (vii) the Warrant Agreement by and between Endo Pharmaceuticals Holdings Inc. and United States Trust Company of New York, as Warrant Agent, dated July 17, 2000; (viii) the Company’s 2000 and 2004 Stock Incentive Plans (the “Company Stock Incentive Plans”); and (ix) the form of Stock Option Agreement pursuant to the Company Stock Incentive Plans. We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have
assumed that the parties thereto, other than the Company, its directors and officers, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. In rendering the opinion set forth below, we have assumed that the Company has received the entire amount of the consideration contemplated by the resolutions of the Board of Directors of the Company authorizing the issuance of the Secondary Shares and that the certificates evidencing such shares as originally issued conform to the specimen. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
We do not express any opinion as to the laws of any jurisdiction other than Delaware corporate law and the laws of the State of New York, and we do not express any opinion as to the effect of any other laws on the opinion stated herein.
Based upon and subject to the foregoing, we are of the opinion that (i) the Secondary Shares have been duly authorized and validly issued and are fully paid and nonassessable and (ii) the Secondary Option Shares have been duly authorized and when issued upon exercise of outstanding options to purchase Common Stock granted pursuant to the Stock Incentive Plan and payment of the exercise price set forth in the applicable Stock Option Agreement with respect to such options, the Secondary Option Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as exhibit 5.1 to the Current Report on Form 8-K, dated the date hereof. We also consent to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
| Very truly yours, |
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| /s/ Skadden, Arps, Slate, Meagher & Flom LLP |
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