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Exhibit 5.1
397-3000
[ ], 1998
CLINICHEM DEVELOPMENT INC.
275 Armand-Frappier Blvd.
Laval, Quebec
H7V 4A7
Ladies & Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by CliniChem Development Inc. (the "Company"), a
Canadian corporation, of a Registration Statement on Form F-1 (File No.
333-45871) (the "Registration Statement") with the United States Securities and
Exchange Commission, including a related prospectus filed with the Registration
Statement (the "U.S. Prospectus"), the filing with the securities commission or
similar regulatory authorities of each of the provinces of Canada of a
prospectus (the "Canadian Prospectus") and the distribution, pursuant to the
terms of a Distribution Agreement (the "Distribution Agreement") to be entered
into between BioChem Pharma Inc. ("BioChem") and the Company, of an aggregate of
2,706,475 Class A Common Shares of the Company (the "Shares"), by BioChem to the
holders of record of BioChem Common Shares. The U.S. Prospectus and the Canadian
Prospectus are collectively referred to as the "Prospectus".
For the purpose of the opinions expressed herein, we have examined original
executed, certified or facsimile copies of the following documents:
1. the form of Distribution Agreement filed as an exhibit to the
Registration Statement;
2. an Officer's Certificate dated [____], 1998 by the General Counsel and
Secretary of the Company (a duplicate of which is attached hereto) (the
"Officer's Certificate");
3. a Certificate of Compliance for the Company dated [____], 1998 issued by
the Deputy Director pursuant to Subsection 263(2) of the Canada Business
Corporations Act;
4. a Certificat d'attestation for the Company dated [____], 1998 issued
pursuant to Section 81 of An Act respecting the legal publicity of sole
proprietorships, partnerships and legal persons (Quebec);
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5. the certificate and articles of incorporation, the certificate and articles
of amendment, the by-laws and all amendments thereto and resolutions of the
directors and shareholders as contained in the minute books of the Company;
and
6. the Registration Statement and the Prospectus.
We have relied exclusively upon these documents. With your permission, we
have not undertaken any other investigation.
In our examination of the foregoing documents, we have assumed:
(a) the genuineness of all signatures on (whether originals or copies of
documents), the authenticity of and completeness of, all documents
submitted to us as originals and the conformity to original documents of
all documents submitted to us as notarial, true, certified, conformed,
photostatic, telecopied or electronic copies or similarly reproduced copies
of such original documents;
(b) the completeness, truth and accuracy of all facts set forth in official
public records, certificates and documents supplied by public officials or
otherwise conveyed to us by public officials;
(c) the completeness, truth and accuracy of all facts set forth in the
certificates supplied by the officers and directors of the Company,
including, without limitation the Officer's Certificate; and
(d) that each of the parties or signatories to the Distribution Agreement,
other than the Company, has the necessary power, capacity and authority to
execute, deliver and perform the Distribution Agreement, has taken all
necessary actions to authorise the execution, delivery and performance by
it of the Agreement and has duly executed and delivered the Distribution
Agreement and that it constitutes legal, valid and binding obligations of
such parties or signatories enforceable against them in accordance with its
terms.
We are qualified to practice law only in the Province of Quebec and our
opinions below are expressed only with respect to the laws of the Province of
Quebec and of Canada applicable therein.
Based and relying upon the foregoing and subject to the limitations and
qualifications set forth below, and assuming that: (i) the Registration
Statement becomes and remains effective during the period when the Shares are
distributed, (ii) receipts shall have been obtained from the securities
commission or similar regulatory authority of each of the provinces of Canada
prior to the distribution of the Shares, (iii) no stop order suspending the
effectiveness of the Registration Statement or any post-effective amendment
thereof shall have been issued by the United States Securities and Exchange
Commission or any State securities commission and no proceedings therefor shall
have been initiated or threatened, (iv) no order having the effect of ceasing or
suspending the distribution of Shares shall have been issued by any Canadian
provincial securities commission or similar regulatory authority and no
proceeding for that purpose shall have been instituted or threatened, (v) all
applicable securities laws are complied
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with, (vi) the Company and BioChem enter into and perform their respective
obligations under the Distribution Agreement, and (vii) appropriate share
certificates evidencing the Shares will be properly executed and delivered, we
are of the opinion that the Shares covered by the Prospectus when issued by the
Company will be validly issued, fully paid and non-assessable.
This opinion is solely for the benefit of the addressee hereof and not for
the benefit of any other persons and is rendered solely in connection with the
transactions to which it relates, and is not to be relied on by any other person
or for any other purpose nor is it to be quoted, filed, circulated, or otherwise
utilised in any way without our express prior written consent.
We consent to the reference to our firm under the caption "Legal Matters"
in the U.S. Prospectus included in the Registration Statement and to the filing
of this opinion as an exhibit to the Registration Statement.
Yours very truly,
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CLINICHEM DEVELOPMENT INC.
OFFICER'S CERTIFICATE
The undersigned hereby certifies, on behalf of CliniChem Development Inc.
(the "Company"), and without personal liability, that:
1) the undersigned is the duly appointed General Counsel and Secretary of
the Company, and is duly authorised to provide this certificate on behalf
of the Company;
2) the undersigned has made or caused to be made such examinations or
investigations as are, in his opinion, necessary to make the statements
contained in this certificate true and this certificate is executed and
delivered with the intent that it may be relied upon by Stikeman, Elliott
for the purpose of rendering their opinion in connection with the
distribution of Class A Common Shares of the Company by BioChem Pharma Inc.
as a dividend-in-kind to its shareholders;
3) the Company has not taken any steps to wind-up its business, to terminate
its existence, to effect a liquidation or a dissolution of the
Company, to amalgamate, to continue in any other jurisdiction, to amend its
constating documents, or to change its corporate existence in any way since
the issuance of the Certificate of Amendment dated [____], 1998 by the
Director with respect to the Company under the Canada Business Corporations
Act;
4) the Company has not received any notice or other communication from any
person indicating that there exists any situation which, unless remedied,
could result in the termination of the existence of the Company or a
violation or a breach or a default under the constating documents of the
Company or its by-laws; and
5) the Certificate of Incorporation dated January 30, 1998, as amended by
Certificate of Amendment dated [____], 1998 and the By-laws of the Company,
are in full force and effect, unamended, as of the date hereof.
Dated this _________________ day of [____], 1998
By: ______________________________
Name: Charles-A. Tessier
Title: General Counsel and Secretary