Opinion Letter - Outside Counsel - S-3 Registered Securities - Amgen Inc.
November 10, 2011
One Amgen Center Drive
Thousand Oaks, CA 91320
Registration Statement No. 333-172617; $1,000,000,000 Aggregate Principal
Amount of 1.875% Senior Notes due 2014, $1,000,000,000 Aggregate Principal
Amount of 2.50% Senior Notes due 2016, $1,750,000,000 Aggregate Principal
Amount of 3.875% Senior Notes due 2021 and $2,250,000,000 Aggregate
Principal Amount of 5.15% Senior Notes due 2041
Ladies and Gentlemen:
We have acted as special counsel to Amgen Inc., a Delaware corporation (the "Company"), in connection with the issuance of $1,000,000,000 aggregate principal amount of 1.875% Senior Notes due 2014 (the "2014 Notes"), $1,000,000,000 aggregate principal amount of 2.50% Senior Notes due 2016 (the "2016 Notes"), $1,750,000,000 aggregate principal amount of 3.875% Senior Notes due 2021 (the "2021 Notes") and $2,250,000,000 aggregate principal amount of 5.15% Senior Notes due 2041 (the "2041 Notes" and, together with the 2014 Notes, the 2016 Notes and the 2021 Notes, the "Notes"), under an Indenture, dated as of August 4, 2003 (the "Indenture"), between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee (the "Trustee"), and an officers' certificate, dated November 10, 2011, setting forth the terms of the Notes (the "Officers' Certificate"), and pursuant to a registration statement on Form S-3 under the Securities Act of 1933, as amended (the "Act"), filed with the Securities and Exchange Commission (the "Commission") on March 4, 2011 (Registration No. 333-172617) (the "Registration Statement"), a base prospectus dated March 4, 2011, included in the Registration Statement at the time it originally became effective (the "Base Prospectus"), a final prospectus supplement, dated November 7, 2011, filed with the Commission pursuant to Rule 424(b) under the Act on November 8, 2011 (together with the Base Prospectus, the "Prospectus") and an underwriting agreement, dated November 7, 2011, between the underwriters named therein and the Company (the "Underwriting Agreement").
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 issuance of the Notes.
November 10, 2011
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 the internal laws of the State of New York and the general corporation law of the state of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Notes have been duly authorized by all necessary corporate action of the Company and, when the Notes have been duly executed, issued, and authenticated in accordance with the terms of the Indenture and delivered against payment therefore in the circumstances contemplated by the Underwriting Agreement, will be legally valid and binding obligations of the Company enforceable against the Company in accordance with their terms.
Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which any proceeding therefore may be brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief; (c) the waiver of rights or defenses contained in Section 4.4 of the Indenture; (d) any provision requiring the payment of attorneys' fees, where such payment is contrary to law or public policy; (e) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law or other procedural rights; (f) waivers of broadly or vaguely stated rights; (g) provisions for exclusivity, election or cumulation of rights or remedies; (h) provisions authorizing or validating conclusive or discretionary determinations; (i) grants of setoff rights; (j) proxies, powers and trusts; (k) provisions prohibiting, restricting or requiring consent to assignment or transfer of any right or property; and (l) the severability, if invalid, of provisions to the foregoing effect.
November 10, 2011
With your consent, we have assumed (a) that the Indenture, the Officers' Certificate and the Notes (collectively, the "Documents") have been duly authorized, executed and delivered by the parties thereto other than the Company, (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.
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 Company's Form 8-K dated November 10, 2011 and to the reference to our firm contained in the Prospectus under the heading "Validity of the Notes." 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.
Very truly yours,
/s/ Latham & Watkins LLP