EXHIBIT 5.1
GIBSON, DUNN & CRUTCHER LLP
JAMBOREE CENTER
4 PARK PLAZA
IRVINE, CALIFORNIA 92614
June 6, 2002
Direct Dial Client No.
(949) 451-3800 C 51286-00003
La Jolla Pharmaceutical Company
6455 Nancy Ridge Drive
San Diego, California 92121
Re: Registration Statement on Form S-8 Pursuant to General
Instruction E for an Aggregate 2,100,000 Shares of Common Stock
under the 1994 La Jolla Pharmaceutical Company Stock Incentive
Plan and the 1995 La Jolla Pharmaceutical Company Employee Stock
Purchase Plan
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by La Jolla Pharmaceutical Company, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended (the "Securities Act"), of an additional 2,100,000 shares (the
"Shares") of common stock of the Company, par value $0.01 per share, of which
1,900,000 Shares may be issued under the La Jolla Pharmaceutical Company 1994
Stock Incentive Plan and 200,000 Shares may be issued under the La Jolla
Pharmaceutical 1995 Employee Stock Purchase Plan (collectively, the "Plans").
For purposes of rendering this opinion, we have examined the originals
or copies identified to our satisfaction as being true and complete copies of
such corporate records, certificates of officers of the Company and public
officials and such other documents, and have made such other factual and legal
investigations, as we have deemed relevant, necessary or appropriate. In such
examination, we have assumed the genuineness of all signatures, the conformity
to original documents of all documents submitted to us as conformed or
photostatic copies and the authenticity of the originals of such copies. With
respect to agreements and instruments executed by natural persons, we have
assumed the legal competency and authority of such persons. As to facts material
to the opinion expressed herein which were not independently established or
verified by us, we have relied upon oral or written statements and
representations of the Company and others.
Based on our examination described above, subject to the assumptions
stated above and relying on the statements of fact contained in the documents
that we have examined, we are of the opinion that the Shares, when issued,
delivered and paid for pursuant to and in accordance with the terms of the
Plans, will be validly issued, fully paid and nonassessable.
We render no opinion herein as to matters involving the laws of any
jurisdiction other than the federal laws of the United States of America and the
laws of the State of Delaware. We are not admitted to practice in the State of
Delaware; however, we are generally familiar with the Delaware General
Corporation Law as currently in effect and have made such inquiries as we
consider necessary to render the foregoing opinions. This opinion is limited to
the effect of the current state of the laws of the United States of America and,
to the limited extent set forth above, the State of Delaware and to the current
judicial interpretations thereof and to the facts bearing upon this opinion as
they currently exist. We assume no obligation to revise or supplement this
opinion in the event of future changes in such laws or interpretations thereof
or such facts.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption, "Legal Matters" in the Prospectus forming a part of said 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 or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP