Exhibit 5
MCCARTHY TETRAULT
AVOCATS - AGENTS DE BREVETS & MARQUES DE COMMERCE
BARRISTERS & SOLICITORS - PATENTS & TRADEMARK AGENTS
"LE WINDSOR", 1170 PEEL, MONTREAL
QUEBEC, CANADA H3B 4S8
FAX (514) 875-6246 - TELEPHONE (514) 397-4100
Montreal, April 7, 1999
Phoenix International Life Sciences Inc.
2350 Cohen Street
Ville St-Laurent, Quebec
H4R 2N6
Re: Phoenix International Life Sciences Inc.
Registration Statement of Form F-4
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Sirs:
We are Canadian legal counsel to Phoenix International Life Sciences
Inc., a Canada corporation (the "Company"). We are issuing this opinion in
connection with the Registration Statement of Form F-4 being filed by the
Company with the Securities and Exchange Commission (the "Commission") on the
date hereof (the "Registration Statement") for the purpose of registering
with the Commission under the SECURITIES ACT OF 1933, as amended (the "1933
Act"), up to 1,500,000 shares (the "Shares") of no par value common stock of
the Company, issuable pursuant to the Agreement and Plan of Merger by and
among the Company, its wholly-owned subsidiary Phoenix Merger Sub Corp., a
Delaware corporation ("Merger Sub") and Chrysalis International Corporation,
a Delaware corporation ("Chrysalis") dated as of November 18, 1998, as
amended (the "Merger Agreement"). In this connection, we have examined and
are familiar with originals or copies, certified or otherwise identified to
our satisfaction, of (i) the Registration Statement, (ii) the Merger
Agreement, (iii) the Certificate of Amalgamation and the By-laws of the
Company, as amended, each as currently in effect, and (iv) certain
resolutions adopted by the Board of Directors of the Company relating to the
issuance of the Shares and certain related matters. We have also examined
originals or copies, certified or otherwise identified to our satisfaction,
of such records of the Company and such agreements, certificates of public
officials, certificates of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such copies. In making our examination
of documents executed or to be executed by parties other than the Company, we
have assumed that such parties had or will have the capacity and power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties and the validity and
binding effect thereof. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have
relied upon statements and representations of other officers and representatives
of the Company and others contained in the Merger Agreement and in
certificates.
We express no opinion concerning any law other than the substantive law of
the Province of Quebec and the laws of Canada applicable therein.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, upon consummation of the
merger in the manner contemplated in the Merger Agreement, the Shares will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption
"Legal Opinions" in the proxy statement/prospectus included therein. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the 1933 Act or the
rules and regulations of the Commission promulgated thereunder.
This opinion is furnished by us, as counsel to the Company in Canada, in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
1933 Act and, except as provided in the immediately preceding paragraph, is not
to be used, circulated or quoted for any other purpose or otherwise referred to
or relied upon by any other person without the express written permission of the
Company.
Very truly yours,
McCarthy Tetrault
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