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EXHIBIT 5.01
OPINION OF SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.
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EXHIBIT 5.01
Smith, Anderson, Blount, Dorsett,
Mitchell & Jernigan, L.L.P.
2500 First Union Capitol Center
Raleigh, North Carolina 27601
Tel: (919) 821-1220
Fax: (919) 821-6800
October 11, 1996
Writer's Direct Dial
(919) 821-6668
Quintiles Transnational Corp.
4709 Creekstone Drive
Riverbirch Building, Suite 300
Durham, North Carolina 27703-8411
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We are counsel for Quintiles Transnational Corp. (the "Company") in
connection with the issuance by the Company of up to 1,951,027 shares of the
Company's Common Stock, $0.01 par value per share (including 1,614,915 shares to
be issued in exchange for the shares of common stock of BRI International, Inc.
outstanding as of September 16, 1996, plus an additional number of shares which
may be issued in exchange for shares of BRI Common Stock issued upon the
exercise of outstanding options to acquire BRI Common Stock prior to the
Closing Date). These shares are described in the Company's Registration
Statement on Form S-4 (File No. 333-12573) filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), on September 24, 1996 with which this opinion will be
filed as an exhibit (the Registration Statement, as amended, being hereinafter
referred to as the "Registration Statement").
We have examined the Articles of Incorporation and Bylaws of the
Company, the minutes of the meetings of the Board of Directors of the Company
relating to the authorization and the issuance of securities and such other
documents, records, and matters of law as we have deemed necessary for purposes
of this opinion. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents as originals, the conformity to
originals of all documents submitted to us as certified copies or photocopies,
and the authenticity of the originals of such latter documents. In rendering
the opinion set forth below, we have relied on a certificate of a Company
officer, whom we believe is responsible.
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Quintiles Transnational Corp.
October 11, 1996
Page 2
Based upon the foregoing, it is our opinion, as of the date hereof, that
the 1,951,027 shares of Common Stock of the Company which are being registered
pursuant to the Registration Statement are duly authorized and, when issued and
delivered in exchange for the shares of BRI Common Stock surrendered in the
Merger, as contemplated by the Registration Statement, such shares will be
validly issued, fully paid and nonassessable.
The opinion expressed herein does not extend to compliance with state
and federal securities laws relating to the sale of these securities.
We hereby consent to the reference to our firm under the heading "Legal
Matters" in the Registration Statement and to the filing of this opinion as
Exhibit 5.01 to the Registration Statement. Such consent shall not be deemed
to be an admission that this firm is within the category of persons whose
consent is required under Section 7 of the Act, or the regulations promulgated
by the Commission pursuant to such Act.
This opinion is rendered solely for your benefit in connection with
the transactions described above. This opinion may not be used or relied upon
by any other person without our prior written consent.
Sincerely yours,
SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
By: /s/ GERALD F. ROACH
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Gerald F. Roach