Exhibit 5.1
550 West C Street
Suite 1300
San Diego
Telephone: (619) 234-1966 CA 92101-3532
Facsimile: (619) 234-3848 (12th Floor)
November 12, 1999
Dura Pharmaceuticals, Inc.
7475 Lusk Blvd.
San Diego, California 92121
Re: Dura Pharmaceuticals, Inc. Registration Statement on Form S-8
for 2,500,000 Shares of Common Stock Issuable under its 1992
Stock Option Plan, as amended and restated, and 192,308 shares
of Common Stock Issuable under a Notice of Grant of Stock
Option dated November 9, 1998
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Ladies and Gentlemen:
We have acted as counsel to Dura Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), in connection with the registration on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, of (i) 2,500,000 shares of Common Stock of the Company (the "Plan
Shares") and related stock options for issuance under the Company's 1992 Stock
Option Plan, as amended and restated (the "Plan") and (ii) 192,308 shares of the
Common Stock of the Company (the "Option Shares") under a Notice of Grant of
Stock Option dated November 9, 1998 (the "Option Agreement"). The Plan Shares
and the Option Shares are collectively referred to herein as the "Shares."
This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the establishment
of the Plan and the execution of the Option Agreement. Based on such review, we
are of the opinion that, if, as and when the Shares have been issued and sold
(and the consideration therefor received) pursuant to (a) the provisions of the
Plan and in accordance with the Registration Statement, or (b) the provisions of
the Option Agreement and in accordance with the Registration Statement, as
applicable, such Shares will be duly authorized, legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
509 of Regulation S-K.
This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company, the Plan, the Option Agreement or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
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BROBECK, PHLEGER & HARRISON LLP