[AKIN GUMP LETTERHEAD]

July 16, 2003

Medicis Pharmaceutical Corporation
8125 North Hayden Road
Scottsdale, Arizona 85258-2463


Re:   Medicis Pharmaceutical Corporation, Registration Statement on Form S-4


Ladies and Gentlemen:

We have acted as special counsel to Medicis Pharmaceutical Corporation, a
Delaware corporation (the "COMPANY"), in connection with the registration,
pursuant to a registration statement on Form S-4, as amended (the "REGISTRATION
STATEMENT"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "ACT"), of the Company's offer to
exchange 1.5% Contingent Convertible Senior Notes Due 2033 (the "SECURITIES")
for all of its outstanding 2.5% Contingent Convertible Senior Notes due 2032.
The Securities are to be issued under an Indenture (the "INDENTURE") to be
entered into by the Company and Deutsche Bank Trust Company Americas, as
Trustee, and exchanged pursuant to the terms of a dealer manager agreement to be
executed by the Company and Deutsche Bank Securities Inc. The Securities are
convertible into shares of Class A common stock, par value $0.014 per share, of
the Company (the "CONVERSION SHARES").

We have examined originals or certified copies of such corporate records of the
Company and other certificates and documents of officials of the Company, public
officials and others as we have deemed appropriate for purposes of this letter.
We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to authentic original
documents of all copies submitted to us as conformed and certified or reproduced
copies.

Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion
that:

1.    The Securities have been duly authorized by all necessary corporate action
      on the part of the Company, and when duly executed, authenticated and
      delivered by or on behalf of the Company as described in the Registration
      Statement, will be valid and binding obligations of the Company and will
      be entitled to the benefits of the Indenture.

Medicis Pharmaceutical Corporation
July 16, 2003
Page 2


2.    The Conversion Shares have been duly authorized and reserved for issuance
      and, when the Registration Statement has become effective under the Act,
      and when the Conversion Shares are issued and delivered upon conversion of
      the Securities in accordance with the terms of the Securities and the
      Indenture, the Conversion Shares will be validly issued, fully paid and
      non-assessable.

The opinions and other matters in this letter are qualified in their entirety
and subject to the following:

A. We express no opinion as to the laws of any jurisdiction other than any
   published constitutions, treaties, laws, rules or regulations or judicial or
   administrative decisions ("LAWS") of the Federal Laws of the United States of
   America, the Laws of the State of New York and the General Corporation Law of
   the State of Delaware.

B. This law firm is a registered limited liability partnership organized under
   the laws of the State of Texas.

C. The matters expressed in this letter are subject to and qualified and limited
   by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance,
   reorganization, moratorium and similar laws affecting creditors' rights and
   remedies generally; (ii) general principles of equity, including principles
   of commercial reasonableness, good faith and fair dealing (regardless of
   whether enforcement is sought in a proceeding at law or in equity); (iii)
   commercial reasonableness and unconscionability and an implied covenant of
   good faith and fair dealing; (iv) the power of the courts to award damages in
   lieu of equitable remedies; and (v) securities Laws and public policy
   underlying such Laws with respect to rights to indemnification and
   contribution.

D. This letter and the matters addressed herein are as of the date hereof or
   such earlier date as is specified herein, and we undertake no, and hereby
   disclaim any, obligation to advise you of any change in any matter set forth
   herein, whether based on a change in the law, a change in any fact relating
   to the Company or any other person, or any other circumstance. This opinion
   letter is limited to the matters expressly stated herein and no opinions are
   to be inferred or may be implied beyond the opinions expressly set forth
   herein.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Legal Matters". In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act and the rules and
regulations thereunder.

                                    Very truly yours,


                                    /s/ Akin Gump Strauss Hauer & Feld LLP

                                    AKIN GUMP STRAUSS HAUER & FELD LLP