EX-5.1 2 d827258dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

  650 Town Center Drive, 20th Floor
  Costa Mesa, California 92626-1925
  Tel: +1.714.540.1235 Fax: +1.714.755.8290
 

www.lw.com

 

LOGO   FIRM / AFFILIATE OFFICES
  Austin    Milan
  Beijing    Munich
  Boston    New York
  Brussels    Orange County
  Century City    Paris
  Chicago    Riyadh
  Dubai    San Diego
June 12, 2024   Düsseldorf    San Francisco
  Frankfurt    Seoul
  Hamburg    Silicon Valley

Amgen Inc.

  Hong Kong    Singapore
One Amgen Center Drive   Houston    Tel Aviv
Thousand Oaks, California 91320-1799   London    Tokyo
  Los Angeles    Washington, D.C.
  Madrid   

 

  Re:

Registration Statement on Form S-8; up to 31,297,000 shares of common stock, $0.0001 par value per share, of Amgen Inc.

To the addressees set forth above:

We have acted as counsel to Amgen Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 31,297,000 shares of common stock, $0.0001 par value per share, (the “Shares”), issuable under the Company’s Second Amended and Restated 2009 Equity Incentive Plan (the “Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof or when certificates representing the Shares have been manually signed by an authorized officer of the transfer agent and registrar therefor, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plan, assuming in each case that the individual grants or awards under the Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly


June 12, 2024

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authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to 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 or the rules and regulations of the Commission thereunder.

 

Sincerely,
/s/ Latham & Watkins LLP