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December 4, 2001
FILE NO. 025202-0011
Neurocrine Biosciences, Inc.
10555 Science Center Drive
San Diego, California 92121
Re: Registration Statement on Form S-3; 287,500 Shares of Common Stock, Par
Value $.001 Per Share
Ladies and Gentlemen:
In connection with the registration by Neurocrine Biosciences, Inc., a
Delaware corporation (the "Company"), of 287,500 additional shares of common
stock of the Company, par value $.001 per share (the "Shares"), under the
Securities Act of 1933, as amended (the "Act"), pursuant to the registration
statement on Form S-3 under the Securities Act of 1933, as amended (the "Act"),
filed with the Securities and Exchange Commission (the"Commission") on November
13, 2001 (File No. 333-73216) and declared effective by the Commission on
November 20, 2001 (the "Registration Statement"), you have requested our opinion
with respect to the matters set forth below.
In our capacity as your 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 such proceedings will be timely
completed in the manner presently proposed. In addition, we have made such legal
and factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate 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, including statutory and
reported decisional law thereunder, and we express no opinion with respect to
the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, 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, it is our opinion that as of the date of this
opinion, the Shares have been duly authorized, validly issued and are 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 contained under the heading "Legal
Matters."
Very truly yours,
/s/ LATHAM & WATKINS