EXHIBIT 5
[Letterhead of Cadwalader, Wickersham & Taft]
October 17, 2002
Pfizer Inc.
235 East 42nd Street
New York, New York 10017
Re: Registration Statement on Form S-4, as amended,
relating to Common Stock par value $0.05 per share and Preferred Stock,
no par value.
Ladies and Gentleman:
We have acted as special counsel for Pfizer Inc., a Delaware corporation (the
"Company"), in connection with the preparation of the Company's Registration
Statement on Form S-4, (the "Registration Statement"), pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration by the Company of shares of Common Stock, par value $0.05 per share
(the "Common Stock") and shares of Series A Convertible Perpetual Preferred
Stock, no par value (the "Preferred Stock"), of the Company to be issued in
connection with the proposed merger of Pharmacia Corporation, a Delaware
corporation ("Pharmacia") with the Company pursuant to the terms of the
Agreement and Plan of Merger, dated as of July 13, 2002, among the Company,
Pilsner Acquisition Sub Corp. and Pharmacia (the "Merger Agreement").
In rendering the opinions expressed below, we have examined and relied upon,
among other things, (i) the Merger Agreement, (ii) the Company's Certificate of
Incorporation, incorporated by reference as an exhibit to the Registration
Statement, (iii) the Company's By-laws, incorporated by reference as an exhibit
to the Registration Statement and (iv) originals or copies, certified or
otherwise identified to our satisfaction, of such certificates, corporate,
public or other records, and other documents as we have deemed appropriate for
the purpose of rendering this opinion letter. In connection with such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents and instruments of all documents and instruments submitted to us as
copies or specimens, and the authenticity if the originals of such documents and
instruments submitted to us as copies or specimens. We have also made such
investigations of law as we have deemed appropriate.
In rendering this opinion we have assumed that prior to the issuance of any of
the shares of Common Stock and Preferred Stock pursuant to the Merger Agreement
(i) the Registration Statement, as then amended, will have become effective
under the Securities Act and such
effectiveness shall not have been terminated or rescinded; (ii) the common
stockholders and preferred stockholders of Pharmacia will have approved and
adopted the Merger Agreement; (iii) the common stockholders of Pfizer will have
approved the issuance of shares of Pfizer common stock as contemplated by the
Merger Agreement; (iv) the certificate of designations, substantially in the
form of Annex E to the Registration Statement, shall have been filed with the
Delaware Secretary of State and such filing shall be effective; and (v) the
transactions contemplated by the Merger Agreement are consummated in accordance
with the Merger Agreement.
On the basis of the foregoing, we are of the opinion that the Common Stock and
Preferred Stock have been duly authorized and the Common Stock and Preferred
Stock, when issued and delivered in accordance with the terms and conditions of
the Merger Agreement, will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and the foregoing opinion is
limited to the laws of the State of New York, the federal laws of the United
States of America and applicable provisions of the General Corporation Law of
the State of Delaware. While we are not licensed to practice law in the State of
Delaware, we have reviewed applicable provisions of the Delaware General
Corporation Law as we have deemed appropriate in connection with the opinions
expressed herein. Except as described, we have neither examined nor do we
express any opinion with respect to Delaware law.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to Cadwalader, Wickersham & Taft in
the joint proxy statement/prospectus constituting a part of the Registration
Statement under the caption "Legal Matters," without admitting that we are
"experts" within the meaning of the Securities Act or the rules and regulations
of the Commission issued thereunder with respect to any part of the Registration
Statement, including this exhibit.
Yours very truly,
/s/ Cadwalader, Wickersham & Taft
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