{"id":43838,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/opinion-letter-outside-counsel-s-3-registered-securities.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"opinion-letter-outside-counsel-s-3-registered-securities","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/opinion-letter-outside-counsel-s-3-registered-securities.html","title":{"rendered":"Opinion Letter – Outside Counsel – S-3 Registered Securities – Amgen Inc."},"content":{"rendered":"\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

November 10, 2011<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Amgen Inc.<\/p>\n

One Amgen Center Drive<\/p>\n

Thousand Oaks, CA 91320<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

Re:<\/p>\n<\/td>\n

\n

Registration Statement No. 333-172617; $1,000,000,000 Aggregate
\nPrincipal<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Amount of 1.875% Senior Notes due 2014, $1,000,000,000 Aggregate
\nPrincipal<\/u><\/p>\n

Amount of 2.50% Senior Notes due 2016, $1,750,000,000 Aggregate
\nPrincipal<\/u><\/p>\n

Amount of 3.875% Senior Notes due 2021 and $2,250,000,000 Aggregate<\/u>\n<\/p>\n

Principal Amount of 5.15% Senior Notes due 2041<\/u><\/p>\n

Ladies and Gentlemen:<\/p>\n

We have acted as special counsel to Amgen Inc., a Delaware corporation (the
\n“Company<\/em><\/strong>“), in connection with the issuance of
\n$1,000,000,000 aggregate principal amount of 1.875% Senior Notes due 2014 (the
\n“2014 Notes<\/em><\/strong>“), $1,000,000,000 aggregate principal
\namount of 2.50% Senior Notes due 2016 (the “2016
\nNotes<\/em><\/strong>“), $1,750,000,000 aggregate principal amount of 3.875%
\nSenior Notes due 2021 (the “2021 Notes<\/em><\/strong>“) and
\n$2,250,000,000 aggregate principal amount of 5.15% Senior Notes due 2041 (the
\n“2041 Notes<\/em><\/strong>” and, together with the 2014 Notes, the
\n2016 Notes and the 2021 Notes, the “Notes<\/em><\/strong>“), under an
\nIndenture, dated as of August 4, 2003 (the
\n“Indenture<\/em><\/strong>“), between the Company and The Bank of New
\nYork Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee (the
\n“Trustee<\/em><\/strong>“), and an officers’ certificate, dated
\nNovember 10, 2011, setting forth the terms of the Notes (the
\n“Officers’ Certificate<\/em><\/strong>“), and pursuant to a
\nregistration statement on Form S-3 under the Securities Act of 1933, as amended
\n(the “Act<\/em><\/strong>“), filed with the Securities and Exchange
\nCommission (the “Commission<\/em><\/strong>“) on March 4, 2011
\n(Registration No. 333-172617) (the “Registration
\nStatement<\/em><\/strong>“), a base prospectus dated March 4, 2011, included in
\nthe Registration Statement at the time it originally became effective (the
\n“Base Prospectus<\/em><\/strong>“), a final prospectus supplement,
\ndated November 7, 2011, filed with the Commission pursuant to Rule 424(b) under
\nthe Act on November 8, 2011 (together with the Base Prospectus, the
\n“Prospectus<\/em><\/strong>“) and an underwriting agreement, dated
\nNovember 7, 2011, between the underwriters named therein and the Company (the
\n“Underwriting Agreement<\/em><\/strong>“).<\/p>\n

This opinion is being furnished in connection with the requirements of Item
\n601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as
\nto any matter pertaining to the contents of the Registration Statement or
\nrelated prospectus, other than as expressly stated herein with respect to the
\nissuance of the Notes.<\/p>\n

\n

November 10, 2011 <\/strong><\/p>\n

Page 2 <\/strong><\/p>\n<\/p>\n

As such counsel, we have examined such matters of fact and questions of law
\nas we have considered appropriate for purposes of this letter. With your
\nconsent, we have relied upon certificates and other assurances of officers of
\nthe Company and others as to factual matters without having independently
\nverified such factual matters. We are opining herein as to the internal laws of
\nthe State of New York and the general corporation law of the state of Delaware,
\nand we express no opinion with respect to the applicability thereto, or the
\neffect thereon, of the laws of any other jurisdiction or, in the case of
\nDelaware, any other laws, or as to any matters of municipal law or the laws of
\nany local agencies within any state.<\/p>\n

Subject to the foregoing and the other matters set forth herein, it is our
\nopinion that, as of the date hereof, the Notes have been duly authorized by all
\nnecessary corporate action of the Company and, when the Notes have been duly
\nexecuted, issued, and authenticated in accordance with the terms of the
\nIndenture and delivered against payment therefore in the circumstances
\ncontemplated by the Underwriting Agreement, will be legally valid and binding
\nobligations of the Company enforceable against the Company in accordance with
\ntheir terms.<\/p>\n

Our opinion is subject to: (i) the effect of bankruptcy, insolvency,
\nreorganization, fraudulent transfer, moratorium or other similar laws relating
\nto or affecting the rights and remedies of creditors; (ii) the effect of general
\nprinciples of equity, whether enforcement is considered in a proceeding in
\nequity or at law (including the possible unavailability of specific performance
\nor injunctive relief), concepts of materiality, reasonableness, good faith and
\nfair dealing, and the discretion of the court before which any proceeding
\ntherefore may be brought; (iii) the invalidity under certain circumstances under
\nlaw or court decisions of provisions providing for the indemnification of or
\ncontribution to a party with respect to a liability where such indemnification
\nor contribution is contrary to public policy; and (iv) we express no opinion as
\nto (a) any provision for liquidated damages, default interest, late charges,
\nmonetary penalties, make-whole premiums or other economic remedies to the extent
\nsuch provisions are deemed to constitute a penalty; (b) consents to, or
\nrestrictions upon, governing law, jurisdiction, venue, arbitration, remedies or
\njudicial relief; (c) the waiver of rights or defenses contained in Section 4.4
\nof the Indenture; (d) any provision requiring the payment of attorneys’ fees,
\nwhere such payment is contrary to law or public policy; (e) advance waivers of
\nclaims, defenses, rights granted by law, or notice, opportunity for hearing,
\nevidentiary requirements, statutes of limitation, trial by jury or at law or
\nother procedural rights; (f) waivers of broadly or vaguely stated rights; (g)
\nprovisions for exclusivity, election or cumulation of rights or remedies; (h)
\nprovisions authorizing or validating conclusive or discretionary determinations;
\n(i) grants of setoff rights; (j) proxies, powers and trusts; (k) provisions
\nprohibiting, restricting or requiring consent to assignment or transfer of any
\nright or property; and (l) the severability, if invalid, of provisions to the
\nforegoing effect.<\/p>\n

\n

November 10, 2011 <\/strong><\/p>\n

Page 3 <\/strong><\/p>\n<\/p>\n

With your consent, we have assumed (a) that the Indenture, the Officers’
\nCertificate and the Notes (collectively, the
\n“Documents<\/em><\/strong>“) have been duly authorized, executed and
\ndelivered by the parties thereto other than the Company, (b) that the Documents
\nconstitute legally valid and binding obligations of the parties thereto other
\nthan the Company, enforceable against each of them in accordance with their
\nrespective terms, and (c) that the status of the Documents as legally valid and
\nbinding obligations of the parties is not affected by any (i) breaches of, or
\ndefaults under, agreements or instruments, (ii) violations of statutes, rules,
\nregulations or court or governmental orders, or (iii) failures to obtain
\nrequired consents, approvals or authorizations from, or make required
\nregistrations, declarations or filings with, governmental authorities.<\/p>\n

This opinion is for your benefit in connection with the Registration
\nStatement and may be relied upon by you and by persons entitled to rely upon it
\npursuant to the applicable provisions of the Act. We consent to your filing this
\nopinion as an exhibit to the Company’s Form 8-K dated November 10, 2011 and to
\nthe reference to our firm contained in the Prospectus under the heading
\n“Validity of the Notes.” In giving such consent, we do not thereby admit that we
\nare in the category of persons whose consent is required under Section 7 of the
\nAct or the rules and regulations of the Commission thereunder.<\/p>\n

Very truly yours,<\/p>\n

\/s\/ Latham & Watkins LLP<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6691],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9629],"class_list":["post-43838","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amgen-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43838","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43838"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43838"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43838"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43838"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}