EXHIBIT 5.1
[LATHAM & WATKINS LOGO] 12636 High Bluff Drive, Suite 400
San Diego, California 92130-2071
Tel: (858) 523-5400 Fax: (858) 523-5450
www.lw.com
FIRM / AFFILIATE OFFICES
Boston New York
Brussels Northern Virginia
Chicago Orange County
AUGUST 4, 2005 Frankfurt Paris
Hamburg San Diego
Hong Kong San Francisco
London Shanghai
Los Angeles Silicon Valley
Milan Singapore
Moscow Tokyo
New Jersey Washington, D.C.
File No. 027564-0005
Neurocrine Biosciences, Inc.
12790 El Camino Real
San Diego, California 92130
Re: Form S-8 Registration Statement
Ladies and Gentlemen:
We have acted as counsel to Neurocrine Biosciences, Inc., a Delaware
corporation (the "Company"), in connection with the registration of (i) 80,000
shares (the "Nonstatutory Shares") of common stock, par value $0.001 per share
(the "Common Stock"), of the Company to be issued pursuant to the Neurocrine
Biosciences, Inc. Employment Commencement Nonstatutory Stock Option With Richard
Ranieri (the "Option"), and (ii) 1,000,000 shares (the "Plan Shares") of Common
Stock to be issued pursuant to the Neurocrine Biosciences, Inc. 2003 Incentive
Stock Plan, as Amended (the "2003 Plan"), in each case under the Securities Act
of 1933, as amended (the "Act"), on a Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on August 4, 2005 (as amended from
time to time, the "Registration Statement"). This opinion is being furnished in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
Act, and no opinion is expressed herein as to any matter pertaining to the
contents of the Registration Statement, other than as to the validity of the
Nonstatutory Shares and the Plan Shares.
As such counsel, we have examined such matters of fact and questions
of law as we have considered appropriate for purposes of this letter. With your
consent, we have relied upon the foregoing and upon certificates and other
assurances of officers of the Company and others as to factual matters without
having independently verified such factual matters.
We are opining herein only as to General Corporation Law of the
State of Delaware, and we express no opinion with respect to the applicability
thereto, or the effect thereon, of any other laws.
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
[LATHAM & WATKINS LOGO]
the authorization, issuance and sale of the Nonstatutory Shares and the Plan
Shares, and for the purposes of this opinion, have assumed such proceedings will
be timely completed in the manner presently proposed.
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.
Subject to the foregoing, it is our opinion that as of the date
hereof (i) the Nonstatutory Shares have been duly authorized by all necessary
corporate action of the Company, and, upon the issuance of and payment for the
Nonstatutory Shares in accordance with the terms set forth in the Option, the
Nonstatutory Shares will be validly issued, fully paid and nonassessable, and
(ii) the Plan Shares have been duly authorized by all necessary corporate action
of the Company, and upon the issuance of and payment for the Plan Shares in
accordance with the terms set forth in the 2003 Plan, the Plan Shares will be
validly issued, fully paid and nonassessable.
This opinion is for your benefit in connection with the Registration
Statement and may be relied upon by you and by persons entitled to rely upon it
pursuant to the applicable provisions of federal securities laws. We consent to
your filing this opinion as an exhibit to the Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Latham & Watkins LLP