Goldman Sachs Group Inc – ‘SC 13D’ on 10/7/96 re: Aaipharma Inc – EX-5

As of:  Monday, 10/7/96   ·   Accession #:  895345-96-260   ·   File #:  5-47015

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             89±   683K 
 2: EX-5        Opinion re: Legality                                   2±     7K 
 3: EX-6        Opinion re: Discount on Capital Shares                 2±     9K 

EX-5   —   Opinion re: Legality

                                         Exhibit 5

                                            , 1996
                   -------------

Goldman, Sachs & Co.,                                                           
Cowen & Company                                                                 
Lehman Brothers Inc.                                                            
As representatives of the                                                   
several Underwriters named in Schedule I to the                             
Underwriting Agreement referred to below                                    
c/o Goldman, Sachs & Co.                                                        
85 Broad Street                                                                 
New York, New York 10004                                                        

Ladies and Gentlemen:                                                           

The undersigned has been granted an option to purchase      
shares of common stock of Applied Analytical Industries, Inc.                   
(the "Company").  The undersigned understands the Company intends               
to file a registration statement on Form S-1 (the "Registration                 
Statement") with the Securities and Exchange Commission covering                
the sale of shares (the "Shares") of the Company's Common Stock,                
par value $.001 per share (the "Stock"), including shares subject               
to over-allotment options, to the Underwriters (the                             
"Underwriters") to be named in Schedule I to the Underwriting                   
Agreement (the "Underwriting Agreement"), for whom Goldman, Sachs               
& Co., Cowen & Company and Lehman Brothers Inc. will acting as                  
representatives (the "Representatives").  The Underwriters                      
propose to offer such Shares to the public (the "Offering").                    

To induce the Underwriters to participate in the            
Offering and to enter into the Underwriting Agreement, the                      
undersigned represents and warrants to, and agrees with, each of                
the Underwriters and the Company that during the period beginning               
on the date the Registration Statement becomes effective and                    
continuing to and including the date 180 days after the date of                 
the final prospectus with respect to the Offering filed by the                  
Company with the Securities and Exchange Commission pursuant to                 
Rule 424(b) under the Securities Act of 1933, as amended, the                   
undersigned will not offer, sell, contract to sell or otherwise                 
dispose of any securities of the Company that are substantially                 
similar to the Shares, including, but not limited to, any                       
securities that are convertible into or exchangeable for, or that               
represent the right to receive, Stock or any such substantially                 
similar securities (other than the exercise of such option                      
pursuant to the terms thereof), without the prior written consent               
of the Representatives.                                                         

This letter may be relied upon by the Company and the       
Underwriters.                                                                   

By:                 
                  ..............................

Name:               
                     .............................