EX-5.(A) 2 a06-11291_1ex5da.htm EX-5

Exhibit 5(a)

 

[WEST PHARMACEUTICAL SERVICES, INC. LETTERHEAD]

 

OPINION OF JOHN R. GAILEY III

 

May 4, 2006

 

West Pharmaceutical Services, Inc.

101 Gordon Drive

Lionville, PA  19341

 

Re:          Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

This opinion is furnished to you in connection with the Registration Statement on Form S-3 (the “Registration Statement”) being filed by West Pharmaceutical Services, Inc., a Pennsylvania corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of up to 32,490 shares (the “Shares”) of the Company’s common stock, $0.25 par value per share (the “Common Stock”); issued by the Company pursuant to two separate donations of 18,000 Shares on March 5, 2005 and 14,490 Shares on February 24, 2006 to the Herman O. West Foundation. The Common Stock may be offered and sold from time to time on a delayed or continuous basis pursuant to Securities Act Rule 415, and as may be set forth in one or more supplements to the prospectus, after the Registration Statement becomes effective.

 

I have examined the Registration Statement, including the exhibits thereto, the Company’s Amended and Restated Articles of Incorporation and its Amended and Restated By-Laws as currently in effect, the Agreement, certain resolutions of the board of directors, and such other documents, corporate records and instruments and have examined such laws and regulations deemed necessary for purposes of rendering the opinions set forth herein as I have deemed appropriate. In the foregoing examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the authenticity of all documents submitted to me as copies of originals.

 

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, I am of the opinion that the Shares will, when sold in the registered offering, be legally issued, fully paid, and non-assessable.

 

My opinion is limited to the Pennsylvania Business Corporation Law of the Commonwealth of Pennsylvania, as amended, including the statutory provisions and all

 



 

applicable provisions of the Pennsylvania Constitution and reported judicial decisions interpreting these laws and the federal securities laws each as in effect on the date hereof.

 

I assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if I become aware of any fact that might change the opinion expressed herein after the date hereof.

 

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b) (5) of Regulation S-K under the Securities Act and to the use of my name therein and in the related prospectus under the caption “Legal Matters.”  In giving this consent, I do not hereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations thereunder.

 

 

 

Sincerely,

 

 

 

/s/ John R. Gailey, III

 

 

 

 

John R. Gailey, III

 

Vice President and General Counsel