Attached files
file | filename |
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EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Jazz Pharmaceuticals plc | dex231.htm |
S-1 - FORM S-1 REGISTRATION STATEMENT - Jazz Pharmaceuticals plc | ds1.htm |
EXHIBIT 5.1
November 24, 2009
Jazz Pharmaceuticals, Inc.
3180 Porter Drive
Palo Alto, CA 94304
Ladies and Gentlemen:
You have requested my opinion with respect to certain matters in connection with the filing by Jazz Pharmaceuticals, Inc., a Delaware corporation (the Company), of a Registration Statement on Form S-1 (the Registration Statement) with the Securities and Exchange Commission (the Commission) covering the offering for resale, from time to time, of up to 5,142,064 shares (the Shares) of the Companys common stock, par value $0.0001 per share (Common Stock), issuable to the selling stockholder (the Selling Stockholder) named in the prospectus which forms a part of the Registration Statement (the Prospectus). The Shares include (i) up to 4,922,064 shares of Common Stock (the Agreement Shares) that may be issued from time to time pursuant to a Common Stock Purchase Agreement, dated May 7, 2008, as amended, by and between the Company and the Selling Stockholder (the Agreement), and (ii) up to 220,000 shares of Common Stock (the Warrant Shares) issuable upon the exercise of an outstanding Warrant issued to the Selling Stockholder (the Warrant) pursuant to the Agreement.
In connection with this opinion, I have examined the Registration Statement and related Prospectus, the Companys Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect, the Agreement, the Warrant and such other documents, records, certificates, memoranda and other instruments as I deem necessary as a basis for this opinion. I have assumed the genuineness and authenticity of all documents submitted to me as originals, the conformity to originals of all documents submitted to me as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
My opinion is expressed only with respect to the federal laws of the United States of America, the General Corporation Law of the State of Delaware, and the laws of the State of California. I express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof.
On the basis of the foregoing, and in reliance thereon, I am of the opinion that if, as and when the Agreement Shares and the Warrant Shares are issued and delivered by the Company in accordance with the terms of the Agreement and the Warrant, respectively, including, without limitation, the payment in full of applicable consideration, the Agreement Shares and the Warrant Shares will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the caption Validity of Common Stock in the Prospectus. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required by Section 7 of the Securities Act or the related rules and regulations promulgated by the Commission.
Very truly yours,
/s/ CAROL A. GAMBLE |
Carol A. Gamble |
General Counsel |