Exhibit 5
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NUTTER, McCLENNEN & FISH, LLP
ATTORNEYS AT LAW
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2699
TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748
CAPE COD OFFICE DIRECT DIAL NUMBER
HYANNIS, MASSACHUSETTS
June 4, 1998
Nabi
5800 Park of Commerce Boulevard, N.W.
Boca Raton, FL 33487
Gentlemen/Ladies:
Reference is made to the registration statement on Form S-8 (the
"Registration Statement") which Nabi (the "Company") is filing concurrently
herewith with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), with respect to 2,500,000 shares of the
Company's common stock, $0.10 par value per share (the "Common Stock"), issuable
pursuant to the Company's 1990 Equity Incentive Plan, as amended to date (the
"Plan"), and an indeterminate number of shares of such Common Stock which may be
issued or become issuable under the Plan by reason of stock dividends, stock
splits or other recapitalizations executed hereafter.
We have acted as legal counsel for the Company in connection with the
amendment to the Plan, are familiar with the Company's Amended and Restated
Certificate of Incorporation and By-laws, both as amended to date
(collectively, the "Organizational Documents"), and have examined such other
documents as we deemed necessary for this opinion. Based upon the foregoing, we
are of the opinion that:
1. When issued and paid for in compliance with the terms of the Plan,
the Organizational Documents and the Delaware General Corporation Law, the
2,500,000 shares of Common Stock referred to above will be duly and validly
issued, fully paid and non-assessable; and
2. The additional shares of Common Stock which may become issuable
under the Plan by reason of stock dividends, stock splits or other
recapitalizations hereafter executed, if and when issued in accordance with the
terms of the Plan and upon compliance with the applicable provisions of law and
of the Company's Restated Certificate of Incorporation and By-Laws, both as
amended to date, will be duly and validly issued, fully paid and non-assessable.
We understand that this opinion letter is to be used in connection with
the Registration Statement and hereby consent to the filing of this opinion
letter with and as a part of the Registration Statement and of any amendments
thereto. It is understood that this opinion letter is to be used in connection
with the offer and sale of the aforesaid shares only while the Registration
Statement, as it may be amended from time to time as contemplated by Section
10(a)(3) of the Securities Act, is effective under the Securities Act.
Very truly yours,
/s/ Nutter, McClennen & Fish, LLP
Nutter, McClennen & Fish, LLP
CA/DSS