EX-5 3 0003.txt Exhibit 5 LAW OFFICES STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. MUSEUM TOWER 150 WEST FLAGLER STREET MIAMI, FLORIDA 33130 --------- MIAMI (305) 789-3200 o BROWARD (954) 463-5440 FAX (305) 789-3395 WWW.STEARNSWEAVER.COM
E. RICHARD ALHADEFF LISHA D. HOGUE GLENN M. RISSMAN OWEN S. FREED LOUISE JACOWITZ ALLEN ALICE R. HUNEYCUTT ANDREW L. RODMAN SENIOR COUNSEL STUART D. AMES RICHARD B. JACKSON KEITH E. ROUNSAVILLE ALEXANDER ANGUEIRA SHARON LEE JOHNSON MIMI L. SALL THOMAS J. QUARLES LAWRENCE J. BAILIN MICHAEL I. KEYES NICOLE S. SAYFIE OF COUNSEL ANA T. BARNETT ROBERT T. KOFMAN RICHARD E. SCHATZ CHRISTOPHER L. BARNETT CHAD K. LANG DAVID M. SEIFER DAVID M. SMITH PATRICK A. BARRY TERRY M. LOVELL JOSE G. SEPULVEDA LAND USE CONSULTANT SHAWN BAYNE JOY SPILLIS LUNDEEN JAY B. SHAPIRO SUSAN FLEMING BENNETT GEOFFREY MacDONALD MARTIN S. SIMKOVIC LISA K. BERG MONA E. MARKUS CURTIS H. SITTERSON TAMPA OFFICE MARK J. BERNET BRIAN J. McDONOUGH MARK D. SOLOV SUITE 2200 HANS C. BEYER ANTONIO R. MENENDEZ EUGENE E. STEARNS SUNTRUST FINANCIAL CENTRE RICHARD I. BLINDERMAN FRANCISCO J. MENENDEZ THOMAS T. STEELE 401 EAST JACKSON STREET MATTHEW W. BUTTRICK ALISON W. MILLER BRADFORD SWING TAMPA, FLORIDA 33602 JENNIFER STEARNS BUTTRICK VICKI LYNN MONROE SUSAN J. TOEPFER PETER L. DESIDERIO HAROLD D. MOOREFIELD, JR. ANNETTE TORRES (813) 223-4800 MARK P. DIKEMAN JIMMY L. MORALES DENNIS R. TURNER DREW M. DILLWORTH JOHN N. MURATIDES RONALD L. WEAVER DINO A. DOYLE JOHN K. OLSON ROBERT I. WEISSLER FORT LAUDERDALE OFFICE SHARON QUINN DIXON JEFFREY A. NORMAN PATRICIA G. WELLES SUITE 1900 ALAN H. FEIN KARA E. PLUNKETT MARTIN B. WOODS 200 EAST BROWARD BOULEVARD ANGELO M. FILIPPI DAVID C. POLLACK FORT LAUDERDALE, FLORIDA 33301 ROBERT E. GALLAGHER, JR. DARRIN J. QUAM CHAVA E. GENET JOHN M. RAWICZ (954) 462-9500 PATRICIA K. GREEN PATRICIA A. REDMOND JOSEPH K. HALL ELIZABETH G. RICE
December 6, 2000 Phillip Frost, M.D. Chief Executive Officer IVAX Corporation 4400 Biscayne Boulevard Miami, Florida 33137 Dear Dr. Frost: As counsel to IVAX Corporation, a Florida corporation ("IVAX"), we have examined the Articles of Incorporation and Amended and Restated Bylaws of IVAX and that certain form of Indenture to be entered into between IVAX and U.S. Bank Trust, National Association, as Trustee (the "Indenture"), as well as such other documents and proceedings as we have considered necessary for the purposes of this opinion. We have also examined and are familiar with the proceedings taken by IVAX to authorize the issuance of up to $400,000,000 of debt securities to be issued under the Indenture (the "Debt Securities") and shares of IVAX' Common Stock, par value $0.10 per share (the "Common Stock") all of which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended.. In addition, we have examined a copy of IVAX' Registration Statement on Form S-3, pursuant to which IVAX' issuance and sale of the Debt Securities and the Common Stock will be registered under the Securities Act of 1933, as amended. In rendering this opinion we have assumed, without independent investigation: (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to original documents of all documents submitted to us as certified or photostatic copies; and (iii) the genuineness of all signatures. In addition, as to questions of material fact to the opinions expressed herein, we have relied upon such certificates of public officials, corporate agents and officers of IVAX and such other certificates as we deemed relevant. With respect to the Common Stock, when (i) specifically authorized for issuance by the Company's Board of Directors or an authorized committee thereof (the "Authorizing Resolutions"), (ii) the Registration Statement has become effective under the Securities Act, (iii) the terms of the sale of the Common Stock have been duly established in conformity with the Company's Articles of Incorporation and By-laws and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding on the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (iv) the Common Stock has been issued and sold as contemplated by the Registration Statement, and (v) the Company has received the consideration provided for in the Authorizing Resolutions, the Common Stock will be validly issued, fully paid and nonassessable. With respect to the Debt Securities, when (i) specifically authorized for issuance by the Authorizing Resolutions, (ii) the Registration Statement has become effective under the Securities Act, (iii) the terms of the Debt Securities and of their issue and sale have been duly established in conformity with the applicable Indenture and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (iv) such Debt Securities have been duly executed and authenticated in accordance with the applicable Indenture and issued and sold as contemplated in the Registration Statement, and (v) the Company has received the consideration provided for in the Authorizing Resolutions, such Debt Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Our opinion is limited to the Business Corporation Act of the State of Florida and the Untied States federal laws, and we express no opinion with respect to the laws of any other jurisdiction. To the extent that any applicable document is stated to be governed by the laws of another jurisdiction, we have assumed for the purposes of this opinion that the laws of such jurisdiction are identical to the state laws of the State of Florida. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein. In addition, we hereby consent to the use of our opinions included herein and to all references to this firm under the heading "Legal Matters" in the Prospectus included in IVAX' Registration Statement on Form S-3, pursuant to which the Notes and Common Stock will be registered under the Securities Act of 1933, as amended. Very truly yours, STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.