EXHIBIT 5.1
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
WWW.WSGR.COM
August 9, 1999
BioMarin Pharmaceutical Inc.
371 Bel Marin Keys Boulevard,
Suite 210
Novato, CA 94949
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about the date hereof (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 5,694,259 shares of your
Common Stock (the "Option Shares") under the 1997 Stock Plan, the 1998 Director
Option Plan, the 1998 Employee Stock Purchase Plan and pursuant to the
agreements between BioMarin Pharmaceutical Inc. and holders of options under the
Glyko Biomedical Share Option Plan - 1994 (collectively, the "Plans"). As
legal counsel to BioMarin Pharmaceutical Inc. (the "Company"), we have examined
the proceedings taken and proposed to be taken in connection with the issuance,
sale and payment of consideration for the Option Shares under the Plans. In
addition, for the purposes of this opinion, we have assumed that the
consideration received by the Company in connection with each issuance of the
Option Shares will include an amount in the form of cash, services rendered or
property that exceeds the greater of (i) the aggregate par value of such shares
or (ii) the portion of such consideration determined by the Company's Board of
Directors to be "capital" for purposes of the Delaware General Corporation Law.
It is our opinion that the Option Shares, when issued and sold in the
manner described in the Plans and pursuant to the agreement that accompanies
each grant under the Plans will be legally and validly issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any prospectus constituting a part thereof,
and any amendments thereto. This opinion may be incorporated by reference in
any abbreviated registration statement filed pursuant to General Instruction E
of Form S-8 under the Securities Act with respect to the Registration Statement.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati