Exhibit 5(a)
[L&W Letterhead]
June 19, 1997
Algos Pharmaceutical Corporation
Collingwood Plaza
4900 Route 33
Neptune, New Jersey 07753
Re: Registration Statement on Form S-8 with respect to 887,270
shares of Common Stock, par value $.01 per share
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Ladies and Gentlemen:
In connection with the preparation and filing by Algos
Pharmaceutical Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-8 (the "Registration Statement")
relating to the issuance by the Company of 887,270 shares of the Company's
Common Stock, par value $.01 per share (the "Shares"), pursuant to the Algos
Pharmaceutical Corporation 1994 Stock Option Plan, the Algos Pharmaceutical
Corporation 1996 Stock Option Plan, and the Algos Pharmaceutical Corporation
1996 Non-Employee Director Stock Option Plan (collectively, the "Plans"), 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 inquires, 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 internal laws of the State of New York and the General
Corporation Law of the State of Delaware, 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 agency within any state.
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Subject to the foregoing, it is our opinion that the Shares
have been duly authorized and, when issued and sold upon exercise of the options
for such Shares and payment of the exercise price therefor as contemplated by
the Plans will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
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