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Exhibit 5.2
397-3000
[ ], 1998
BIOCHEM PHARMA 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 BioChem Pharma Inc. (the "Company"), a Canadian
corporation, of a Registration Statement on Form F-3 (File No. 333-48521) (the
"Registration Statement") with the United States Securities and Exchange
Commission and the distribution of Common Shares of the Company (the "Shares"),
by the Company to the holders of record of Class A Common Shares of CliniChem
Development Inc. ("CliniChem") in the event that the Company, as the holder of
the majority of the outstanding Class B Common Shares of CliniChem, exercises
the Purchase Option (as such term is defined in the Registration Statement) and
that the Company decides to pay all or part of the Purchase Option Exercise
Price (as such term is defined in the Registration Statement) in Shares.
For the purpose of the opinions expressed herein, we have examined original
executed, certified or facsimile copies of the following documents:
1. an Officer's Certificate dated [____], 1998 by the Vice President, Legal
Affairs and Corporate Secretary of the Company (a duplicate of which is
attached hereto) (the "Officer's Certificate");
2. 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;
3. 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);
4. 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;
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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 CliniChem; and
6. the Registration Statement.
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; and
(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.
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 or relief, if required, 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 with, (vi) the
Company is the holder of the majority of the outstanding Class B Common Shares
of CliniChem and in such capacity exercises the Purchase Option, and (vii) at
the time of the exercise of the Purchase Option, the Board of Directors of the
Company properly resolves to pay the Purchase Option Exercise Price in Shares or
in any combination of cash and Shares, we are of the opinion that the Shares
covered by the Registration Statement when issued by the Company will be validly
issued, fully paid and non-assessable.
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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 filing of this opinion as an exhibit to the Registration
Statement.
Yours very truly,
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BIOCHEM PHARMA
OFFICER'S CERTIFICATE
The undersigned hereby certifies, on behalf of BioChem Pharma Inc. (the
"Company"), and without personal liability, that:
1) the undersigned is the duly appointed Vice President, Legal Affairs and
Corporate 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 Common Shares of the Company to the holders of record of
Class A Common Shares of CliniChem Development Inc. ("CliniChem") as
partial or total payment of the Purchase Option Exercise Price in the event
that the Company, in its capacity as the holder of the majority of the
outstanding Class B Common Shares of CliniChem, exercises the Purchase
Option (for the purposes hereof, Purchase Option Exercise Price and
Purchase Option shall have the meaning ascribed thereto in the Registration
Statement on form F-3 (file no. 333-48521) filed with the United States
Securities and Exchange Commission);
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 [_________] 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 [____], 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