Attached files
file | filename |
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EX-4.1 - EXHIBIT 4.1 - HUMAN GENOME SCIENCES INC | c24334exv4w1.htm |
EX-4.2 - EXHIBIT 4.2 - HUMAN GENOME SCIENCES INC | c24334exv4w2.htm |
EX-1.1 - EXHIBIT 1.1 - HUMAN GENOME SCIENCES INC | c24334exv1w1.htm |
EX-99.1 - EXHIBIT 99.1 - HUMAN GENOME SCIENCES INC | c24334exv99w1.htm |
8-K - FORM 8-K - HUMAN GENOME SCIENCES INC | c24334e8vk.htm |
Exhibit 5.1
DLA Piper LLP (US)
The Marbury Building
6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.dlapiper.com
6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.dlapiper.com
T 410.580.3000
F 410.580.3001
F 410.580.3001
November 7, 2011
Human Genome Sciences, Inc.
14200 Shady Grove Road
Rockville, Maryland 20850-7464
14200 Shady Grove Road
Rockville, Maryland 20850-7464
Re:
|
Human Genome Sciences, Inc. 3.00% Convertible Senior Notes due 2018 |
Ladies and Gentlemen:
We have acted as counsel for Human Genome Sciences, Inc., a Delaware corporation (the Company),
in connection with that certain Underwriting Agreement dated as of November 2, 2011 (the
Underwriting Agreement) by and among the Company and Citigroup Global Markets Inc. (the
Underwriter), relating to the issuance and sale by the Company to the Underwriter of (i) an
aggregate of $430,000,000 principal amount of its 3.00% Convertible Senior Notes due 2018 (the
Firm Securities), which are convertible into shares of the Companys common stock, par value
$0.01 per share (Common Stock), and (ii) an aggregate of $64,500,000 in additional aggregate
principal amount of 3.00% Convertible Senior Notes due 2018 (the Optional Securities). The Firm
Securities and the Optional Securities are herein collectively called the Securities. The
Securities are being issued under the Indenture dated as of November 7, 2011 (the Base Indenture)
between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the
Trustee), as supplemented by that certain First Supplemental Indenture, dated as of November 7,
2011, between the Company and the Trustee (the Supplemental Indenture, and together with the Base
Indenture, the Indenture).
This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item
601(b)(5)(i) of Regulation S-K.
In our capacity as the Companys counsel, we have reviewed the following documents (collectively,
the Documents):
(a) The Amended Certificate of Incorporation (Fifth) of the Company (the Certificate of
Incorporation), certified as of a recent date by the Secretary of State of the State of Delaware;
(b) The Amended and Restated By-laws of the Company (the By-laws), certified by the
Secretary of the Company to be in effect on the date hereof;
(c) The Companys Registration Statement on Form S-3 (Registration No. 333-162731), and all
amendments through the date hereof (collectively, the Registration Statement), prepared, filed
with the Securities and Exchange Commission (the Commission) and effective on October 29, 2009
(the Effective Date), under the Securities Act of 1933, as amended (the Securities
Act), and the rules and regulations thereunder, which contains a form of prospectus to be
used in connection with the public offering and sale of the Securities (the Base Prospectus);
Human Genome Sciences, Inc.
November 7, 2011
Page Two
November 7, 2011
Page Two
(d) The Companys post-effective amendment to the Registration Statement (Post-Effective
Amendment No. 1), prepared, filed with the Commission under the Securities Act and the rules and
regulations thereunder;
(e) The preliminary prospectus supplement dated November 2, 2011, filed by the Company with
the Commission on November 2, 2011 pursuant to Rule 424(b)(5) under the Securities Act;
(f) The final prospectus supplement dated November 2, 2011, filed by the Company with the
Commission on November 4, 2011 pursuant to Rule 424(b)(5) under the Securities Act;
(g) The Underwriting Agreement;
(h) The Indenture;
(i) The global note representing the Securities;
(j) Resolutions adopted by the Companys Board of Directors on October 1, 2009, and October 5,
2011, relating to the filing of the Registration Statement and Post-Effective Amendment No. 1, the
Underwriting Agreement and the authorization and issuance of the Securities, and the resolutions of
the Finance Committee of the Board of Directors of the Company adopted on November 2, 2011,
relating to the Underwriting Agreement and the authorization, offering and issuance of the
Securities (in each case, in the form attached to the Officers Certificate (as defined below));
(k) An officers certificate of the Company, dated as of the date hereof, as to certain
factual matters (the Certificate); and
(l) Such other documents as we have considered necessary to the rendering of the opinion
expressed below.
Human Genome Sciences, Inc.
November 7, 2011
Page Three
November 7, 2011
Page Three
In examining the Documents, and in rendering the opinion set forth below, we have assumed, without
independent investigation, the following: (a) each of the parties to the Documents (other than the
Company) has duly and validly authorized, executed and delivered each of the Documents and each
instrument, agreement and other document executed in connection with the Documents to which such
party (other than the Company) is a signatory and each such partys (other than the Companys)
obligations set forth in the Documents, are its legal, valid and binding obligations, enforceable
in
accordance with their respective terms; (b) each person executing any such instrument, agreement or
other document on behalf of any such party (other than the Company) is duly authorized to do so;
(c) each natural person executing any such instrument, agreement or other document is legally
competent to do so; (d) the Documents accurately describe and contain the mutual understandings of
the parties, there are no oral or written modifications of or amendments or supplements to the
Documents and there has been no waiver of any of the provisions of the Documents by actions or
conduct of the parties or otherwise; and (e) all documents submitted to us as originals are
authentic, all documents submitted to us as certified or photostatic copies or telecopies or
portable document file (.PDF) copies conform to the original documents (and the authenticity of
the originals of such copies), all signatures on all documents submitted to us for examination (and
including signatures on photocopies, telecopies and .PDF copies) are genuine, and all public
records reviewed are accurate and complete. As to all factual matters relevant to the opinion set
forth below, we have relied upon the representations and warranties made in the Underwriting
Agreement, Indenture and on the Certificate as to the factual matters set forth therein, which we
assume to be accurate and complete, and on the oral or written statements and representations of
officers of the Company, of public officials and our review of the Documents.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated
herein, it is our opinion that:
1. The Securities have been duly authorized and, when the Securities have been executed and
authenticated as specified in the Indenture and delivered to and paid for by the Underwriter
pursuant to the Underwriting Agreement, the Securities will constitute valid and binding
obligations of the Company enforceable against the Company in accordance with their
terms.
2. Upon conversion of the Securities in accordance with the terms of the Securities and the
Indenture, the shares of Common Stock issuable upon conversion of the Securities will be validly
issued, fully-paid and non-assessable.
The opinion expressed above is subject to the following assumptions, exceptions, qualifications and
limitations:
(i) | The foregoing opinion is rendered as of the date hereof. We assume no obligation to update
such opinion to reflect any facts or circumstances that may hereafter come to our attention or
changes in the law which may hereafter occur. |
|
(ii) | We do not express any opinion herein concerning any law other than the Delaware General
Corporation Law and the New York Business Corporations Law (including the statutory
provisions, all applicable provisions of the Delaware Constitution and the New York
Constitution and the reported judicial decisions interpreting the foregoing). The opinion
expressed herein is
subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the
interpretation of agreements. |
Human Genome Sciences, Inc.
November 7, 2011
Page Four
November 7, 2011
Page Four
(iii) | We express no opinion as to compliance with the
securities (or blue sky) laws of any jurisdiction. |
|
(iv) | The opinion stated herein relating to the validity and binding nature of obligations of the
Company is subject to (a) the effect of any applicable bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or
similar laws affecting creditors rights generally and (b) the effect of general principles of
equity (regardless of whether considered in a proceeding in equity or at law). |
|
(v) | This opinion is limited to the matters set forth herein, and no other opinion should be
inferred beyond the matters expressly stated. |
We consent to the filing of this opinion with the Commission as an exhibit to a Current Report on
Form 8-K and to the reference to our firm under the heading Legal Matters in the Registration
Statement. In giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
This opinion is given to you solely for use in connection with the issuance and/or sale of the
Securities and is not to be relied on for any other purpose. Our opinion is expressly limited to
the matters set forth above, and we render no opinion, whether by implication or otherwise, as to
any other matters relating to the Company or the Securities.
Very truly yours,
DLA Piper LLP (US)
/s/ DLA Piper LLP (US)