EX-5.1 4 a06-24093_1ex5d1.htm EX-5

Exhibit 5.1

 

 

 

 

 

 

 

 

 

1330 AVENUE OF THE AMERICAS

 

NEW YORK

 

 

NEW YORK, NY 10019

 

WASHINGTON

 

 

TEL 212.841.1000

 

SAN FRANCISCO

 

 

FAX 212.841.1010

 

LONDON

 

 

WWW.COV.COM

 

BRUSSELS

 

 

 

November 20, 2006

Acorda Therapeutics, Inc.
15 Skyline Drive
Hawthorne, New York 10532

Ladies and Gentlemen:

We are acting as counsel to Acorda Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on November [  ], 2006 (such Registration Statement is herein referred to as the “Registration Statement”), covering the registration of 3,230,769 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) on behalf of certain selling stockholders.

We have reviewed such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.  We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals.

We have relied as to certain matters on information obtained from public officials, officers of the Company, and other sources believed by us to be responsible.

Based upon the foregoing, we are of the opinion that the Shares are validly issued, fully paid and nonassessable.

We are members of the bar of the State of New York. We do not purport to be experts in, and do not express any opinion on, any laws other than the law of the State of New York, the Delaware General Corporation Law and the Federal law of the United States of America.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Prospectus contained in the Registration Statement.  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 Act.

Very truly yours,

/s/ Covington & Burling LLP