Exhibit 8.1
La Jolla Pharmaceutical Company
4365 Executive Drive, Suite 300
San Diego,
CA 92121
Ladies and Gentlemen:
We have acted as counsel to La Jolla Pharmaceutical Company, Inc., a Delaware corporation
(
“Parent”), in connection with the proposed merger (the
“Merger”) of Jewel Merger Sub, Inc., a
Delaware corporation and wholly-owned subsidiary of Parent (
“Merger Sub”), with and into Adamis
Pharmaceuticals Corporation, a Delaware corporation (
“Adamis”), pursuant to the Agreement and Plan
of Reorganization dated as of
December 4, 2009 among Parent, Merger Sub, and Adamis (the
“Agreement”).
1 This opinion letter is being delivered in connection with the
registration statement on Form S-4 filed with the Securities and Exchange Commission by Parent that
includes the Proxy Statement (the
“Registration Statement”) to which this opinion appears as an
exhibit.
In rendering this opinion letter, we have examined and relied upon, without independent
investigation or verification, the accuracy and completeness as of the Effective Time, of the
facts, information, representations, covenants and agreements contained in originals or copies,
certified or otherwise identified to our satisfaction, of the Agreement, and such other documents
as we have deemed necessary or appropriate as a basis for the opinions set forth below. In
addition, we have relied upon the accuracy and completeness, as of the date hereof, of certain
statements, representations, covenants and agreements made by Parent, on its behalf and on behalf
of Merger Sub, and by Adamis.
Our opinion assumes and is expressly conditioned on, among other things, the accuracy and
completeness of the facts, information, representations, covenants and agreements set forth in the
documents referred to above. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such documents. We also have
assumed that the transactions related to the Merger or contemplated by the Agreement have been,
are, or will be consummated in accordance with the Agreement and as described in the Registration
Statement and that none of the terms and conditions contained therein have been, are, or will be
waived or modified in any respect prior to the Effective Time, except to the extent expressly
stated in this opinion letter.
In rendering this opinion letter, we have considered applicable provisions of the Internal Revenue
Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder (the
“Regulations”), pertinent judicial authorities, rulings of the Service and such other authorities
as we have considered relevant, in each case, in effect
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Unless otherwise defined in this letter, all
capitalized terms used herein shall have the meaning ascribed to such term in
the Agreement. |
on the date hereof. Such laws, Code, Regulations, judicial decisions, administrative
interpretations and such other authorities are subject to change at any time and, in some
circumstances, with retroactive effect. A change in any of the authorities upon which any of our
opinions are based or any variation or difference in any fact from those set forth or assumed
herein or in the Registration Statement or in the Agreement could affect our conclusions herein.
Moreover, there can be no assurance that our opinions will be accepted by the Internal Revenue
Service or, if challenged, by a court.
Based solely upon and subject to the foregoing, and subject to the qualifications and limitations
set forth herein, the statements contained in the Registration Statement under the caption “Certain
Material United States Federal Income Tax Considerations of the Merger” insofar as they purport to
constitute summaries of matters of United States federal tax law and regulations or legal
conclusions with respect thereto, constitute accurate summaries of the matters described therein in
all material respects.
The opinion we express herein is limited solely to matters governed by the federal income tax laws
of the United States. Our opinion is provided solely to you as a legal opinion and not as a
guaranty or warranty and is limited to the specific transactions, documents, and matters described
above. No opinion may be implied or inferred beyond that which is expressly stated in this opinion
letter. Our opinion is expressed as of the date hereof and we are under no obligation to
supplement or revise our opinion to reflect any legal developments or factual matters arising
subsequent to the date hereof or the impact of any information, document, certificate, record,
statement, representation, covenant or assumption relied upon herein that becomes incorrect or
untrue. In the event that any one or more of the matters referred to herein, in the Agreement or
the Registration Statement are untrue, inaccurate or incomplete, our opinions shall be void and of
no force or effect, but only to the extent that such untruth, inaccuracy or incompletion affects
the accuracy of the opinions provided herein.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement, and
to the references to our firm name therein.
Very truly yours,
