EX-5.1 4 k75953a1exv5w1.txt OPINION OF MORGAN LEWIS & BOCKIUS LLP EXHIBIT 5.1 July 31, 2003 LEHMAN BROTHERS INC., Citigroup Global Markets Inc. Needham & Company, Inc. U.S. Bancorp Piper Jaffray Inc. SG Cowen Securities Corporation c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Re: Public Offering of 4,600,000 Shares of Common Stock of Esperion Therapeutics, Inc. Dear Sir or Madam: We have acted as counsel to Esperion Therapeutics, Inc., a Delaware corporation (the "Company"), in connection with the preparation of the subject registration statement on Form S-3 (as such may be amended or supplemented, the "Registration Statement"), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), to register up to 4,600,000 shares (the "Shares") of Common Stock, par value $0.001 per share (the "Common Stock") to be sold in a public offering (the "Offering"), including 434,000 shares of Common Stock to be sold by the Company and 166,000 shares of Common Stock to be sold by certain selling stockholders pursuant to an over-allotment option granted to the Underwriters. All of the shares to be sold by the Company are authorized but heretofore unissued. In rendering the opinion set forth below, we have reviewed (a) the Registration Statement; (b) the Company's Certificate of Incorporation, as amended to date; (c) the Company's Bylaws, as amended to date; (d) certain records of the Company's corporate proceedings as reflected in its minute and stock books; (e) the Form of Underwriting Agreement filed as Exhibit 1.1 to the Registration Statement (the "Underwriting Agreement"), to be executed by the Company, certain selling stockholders and Lehman Brothers Inc., Citigroup Global Markets Inc., Needham & Company, Inc., U.S. Bancorp Piper Jaffray Inc. and SG Cowen Securities Corporation (together, the "Underwriters"); and (f) such records, documents, statutes and decisions as we have deemed relevant. In our examination, we have assumed the genuineness of all signatures, the authenticity of July 31, 2003 Page 2 all documents submitted to us as originals and the conformity with the original of all documents submitted to us as copies thereof. Based upon the foregoing, and in reliance thereon, we are of the opinion that the Shares to be sold by the Company as described in the Registration Statement, when and to the extent purchased by the Underwriters in accordance with the Underwriting Agreement, will be validly issued, fully paid and nonassessable. We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the prospectus constituting a part thereof, and any amendment thereto. In giving such opinion and consent, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Morgan, Lewis & Bockius LLP