EXHIBIT 5.1
[COMPANY LETTERHEAD]
May 15, 2001
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Ladies and Gentlemen:
I am Senior Vice President, Corporate Development, General Counsel and
Secretary of Charles River International, Inc., a Delaware corporation (the
"Company"), and have acted as counsel in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed by the Company
under the Securities Act of 1933, as amended, relating to the issuance of an
additional 2,600,000 shares of the Company's common stock, par value $.01 (the
"Shares"), in connection with the Charles River International, Inc. 2000
Incentive Plan, as amended (the "Plan").
I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such corporate documents and records which I have deemed
necessary or appropriate for the purposes of the opinion and have conducted
such other investigations of fact and law as I have deemed necessary or
advisable for purposes of this opinion. I have assumed that the signatures
(other than those of officers of the Company) on all documents that I have
examined are genuine.
Based upon the foregoing, I am of the opinion that the Shares have been
duly authorized and, when issued in accordance with the terms of the Plan, will
be legally issued, fully paid and non-assessable.
I hereby consent to the filing of the opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dennis R. Shaughnessy
--------------------------------
Dennis R. Shaughnessy, Esq.
Senior Vice President, Corporate
Development, General Counsel and
Secretary