EX-5 4 dex5.txt OPINION OF COUNSEL EXHIBIT 5 June 5, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: American Pacific Corporation - Registration Statement on Form S-8 filed June 7, 2001 ----------------------------------------------------- Dear Sir or Madam: We are counsel to American Pacific Corporation ("Registrant"). We furnish this opinion in connection with the above-referenced Registration Statement relating to 350,000 shares of Common Stock of the Registrant (the "Securities") issuable upon the exercise of stock options granted or to be granted under the Registrant's 2001 Stock Option Plan (the "Options"). In furnishing our opinion, we have examined the Certificate of Incorporation and the By-Laws of the Registrant, and such other instruments and documents, including the minutes of the meetings of the Board of Directors of Registrant, as well as certificates of public officials and officers of the Registrant, as we have deemed relevant and necessary as the basis for our opinion expressed herein. We have examined originals or certified, conformed or photostatic copies of all documents, the authenticity of which has been established to our satisfaction. In all such examinations, we have assumed the genuineness of all signatures on original and certified documents, and the conformity to executed documents of all unexecuted copies submitted to us as conformed or photostatic copies. Based upon the foregoing, we are of the opinion that the Securities have been duly authorized and will be legally issued, fully paid and non-assessable; subject, however, to receipt by the Registrant of the exercise price for the Options. We hereby consent to use of this opinion in the Registration Statement. We advise you that Victor M. Rosenzweig, a member of our firm, is a director of the Registrant and holds shares, and options to purchase shares, of the Registrant's Common Stock. Very truly yours, OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP