EXHIBIT 5
[LETTERHEAD OF HERTZOG, CALAMARI & GLEASON]
April 29, 1996
Pharmaceutical Resources, Inc.
Registration Statement on Form S-8
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Dear Sirs:
We have acted as special counsel for Pharmaceutical Resources, Inc.,
a New Jersey corporation (the "Company"), in connection with the Post-Effective
Amendment to the Registration Statements on Form S-8 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "1933 Act"). This
Registration Statement is being filed with respect to 380,000 shares of the
common stock of the Company (the "Shares"), par value $.01 per share, issuable
upon the exercise of options granted to an executive officer of the Company
pursuant to the Company's 1990 Stock Incentive Plan, as amended, and the
Company's 1983 Stock Option plan, as amended (the "Plans").
You have requested us to express certain opinions in connection
therewith. We have examined the Registration Statement, the Company's
Certificate of Incorporation and By-laws, as amended, and Board of Directors'
resolutions authorizing the transactions contemplated in connection with the
Registration Statement. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such other corporate documents and
records of the Company and certificates of public officials and officers of the
Company, and have made such other investigations, as we have deemed necessary
or appropriate in connection with rendering this opinion. As to questions of
fact material to this opinion, we have relied upon certificates
2
of public officials and information supplied to us by officers of the Company.
For purposes of this opinion, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to authentic originals of all documents submitted to us as
certified, conformed or photostatic copies.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of New Jersey.
2. All requisite corporate action has been taken to authorize the
issuance of the Shares being registered under the Registration Statement
pursuant to the 1933 Act.
3. The Shares have been duly authorized for issuance and, when
issued and sold in accordance with the provisions of the Plans, will be duly and
validly issued, fully paid and non-assessable when the Company shall have
received therefor all of the consideration provided in the Plans (but not less
than the par value thereof).
We are attorneys admitted to practice in the State of New York and do
not purport to be an expert in, or to render any opinion concerning, the laws of
any other jurisdiction other than the United States of America and the State of
New York. As to all matters of New Jersey law involved in the foregoing
opinion, we have relied, with your permission, upon the opinion of Stephen A.
Ollendorff, Esq., special New Jersey counsel for the Company, a copy of which is
annexed hereto as Exhibit A. Mr. Ollendorff is of counsel to this firm and is
a business consultant to the Company.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement, to the use
of our name as special counsel with respect to the Registration Statement and
to all references made to us therein.
Very truly yours,
/s/ Hertzog, Calamari & Gleason
Hertzog, Calamari & Gleason
3
Pharmaceutical Resources, Inc.
One Ram Ridge Road
Spring Valley, New York 10977
Attn: Kenneth I. Sawyer, Esq.
EXHIBIT A
STEPHEN A. OLLENDORFF, ESQ.
14 LESLIE PLACE
TENAFLY, NEW JERSEY 07670
April 26, 1996
Pharmaceutical Resources, Inc.
Registration Statement on Form S-8
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Dear Sirs:
I have acted as special New Jersey counsel for Pharmaceutical
Resources, Inc., a New Jersey corporation (the "Company"), in connection with
the Post-Effective Amendment to the Registration Statements on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "1933 Act").
This Registration Statement is being filed with respect to 380,000 shares of the
common stock of the Company (the "Shares"), par value $.01 per share, issuable
upon the exercise of options granted to an executive officer of the Company
pursuant to the Company's 1990 Stock Incentive Plan, as amended, and the
Company's 1983 Stock Option Plan, as amended (the "Plans").
You have requested me to express certain opinions in connection
therewith. I have examined the Registration Statement, the Company's
Certificate of Incorporation and By-laws, as amended, and Board of Directors'
resolutions authorizing the transactions contemplated in connection with the
Registration Statement. I have also examined originals or copies, certified or
otherwise identified to my satisfaction, of such other corporate documents and
records of the Company and certificates of public officials and officers of the
Company, and have made such other investigations, as I have deemed necessary or
appropriate in connection with rendering this opinion. As to questions of fact
material to this opinion, I have relied upon certificates of public officials
and information supplied to me by officers of the Company.
For purposes of this opinion, I have assumed the genuineness of all
signatures and the authenticity of all documents submitted to me as originals
and the conformity to authentic originals of all documents submitted to me as
certified, conformed or photostatic copies.
2
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of New Jersey.
2. All requisite corporate action has been taken to authorize the
issuance of the Shares being registered under the Registration Statement
pursuant to the 1933 Act.
3. The Shares have been duly authorized for issuance and, when
issued and sold in accordance with the provisions of the Plans, will be duly and
validly issued, fully paid and non-assessable when the Company shall have
received therefor all of the consideration provided in the Plans (but not less
than the par value thereof).
I am an attorney admitted to practice in the State oaf New Jersey and
do not purport to be an expert in, or to render any opinion concerning, the laws
of any other jurisdiction.
This opinion is solely for your benefit in connection with the
Registration Statement. Except as set forth below, this opinion may not be
relied upon by you for any other purpose, or furnished to, quoted to or relied
upon by any other person without my prior written consent.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit, to the Registration Statement and to the use
of my name as a special New Jersey counsel to the Company with respect to the
Registration Statement.
Very truly yours,
/s/ Stephen A. Ollendorff, Esq.
Stephen A. Ollendorff, Esq.
3
Pharmaceutical Resources, Inc.
One Ram Ridge Road
Spring Valley, New York 10977
Attn: Kenneth I. Sawyer, Esq.
Hertzog, Calamari & Gleason
100 Park Avenue
New York, New York 10017
Attn: Stephen R. Connoni, Esq.