Exhibit 4
EMMET, MARVIN & MARTIN, LLP
COUNSELLORS AT LAW
177 MADISON AVENUE
120 BROADWAY MORRISTOWN, NEW JERSEY 07960
(973) 538-5600
WRITER'S DIRECT DIAL NEW YORK, NEW YORK 10271 FAX: (973) 538-6448
_____
1351 WASHINGTON BOULEVARD
(212) 238-3000 2ND FLOOR
_____ STAMFORD, CONNECTICUT 06902-4543
(203) 425-1400
FAX: (212) 238-3100 FAX: (203) 425-1410
http://www.emmetmarvin.com
June 7, 2004
The Bank of New York
as Depositary
101 Barclay Street
New York, New York, 10286
Re: American Depositary Receipts for Ordinary Shares, Nominal Value 2 Euro per
Share, of Sanofi-Synthelabo
Ladies and Gentlemen:
We refer to the registration statement to be filed on Form F-6 under
the Securities Act of 1933 (the "Registration Statement") by the legal entity
created by the agreement (the "Deposit Agreement") for issuance of American
Depositary Shares ("ADSs") evidenced by American Depositary Receipts ("ADRs")
ordinary shares, nominal value 2 euro per share, of Sanofi-Synthelabo for which
you propose to act as Depositary.
We are of the opinion that the ADSs covered by the Registration
Statement, when issued in accordance with the terms of the Deposit Agreement,
will, when sold, be legally issued and will entitle the holders thereof to the
rights specified in the Deposit Agreement and the ADRs.
This opinion may be used by you as an exhibit to the Registration
Statement.
Very truly yours,
/s/ EMMET, MARVIN & MARTIN, LLP
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EMMET, MARVIN & MARTIN, LLP