Attached files
| file | filename |
|---|---|
| S-1/A - S-1/A - Anthera Pharmaceuticals Inc | f53438a4sv1za.htm |
| EX-3.6 - EX-3.6 - Anthera Pharmaceuticals Inc | f53438a4exv3w6.htm |
| EX-3.7 - EX-3.7 - Anthera Pharmaceuticals Inc | f53438a4exv3w7.htm |
| EX-10.2 - EX-10.2 - Anthera Pharmaceuticals Inc | f53438a4exv10w2.htm |
| EX-3.5 - EX-3.5 - Anthera Pharmaceuticals Inc | f53438a4exv3w5.htm |
Exhibit 5.1
February 3, 2010
Anthera Pharmaceuticals, Inc.
25801 Industrial Blvd., Suite B
Hayward, CA 94545
25801 Industrial Blvd., Suite B
Hayward, CA 94545
Re: Securities Being Registered under Registration Statement on Form S-1
Ladies and Gentlemen:
This opinion letter is furnished to you in connection with your filing of a Registration
Statement on Form S-1 (File No. 333-161930) (as amended or supplemented, the “Registration
Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to
the registration of the offering by Anthera Pharmaceuticals, Inc., a Delaware corporation (the
“Company”) of up to 5,298,213 shares (the “Shares”) of the Company’s common stock, par value $0.001
per share, including Shares purchasable by the underwriters upon their exercise of an
over-allotment option granted to the underwriters by the Company. The Shares are being sold to the
several underwriters named in, and pursuant to an underwriting agreement among the Company and such
underwriters (the “Underwriting Agreement”).
We have reviewed such documents and made such examination of law as we have deemed appropriate
to give the opinions expressed below. We have relied, without independent verification, on
certificates of public officials and, as to matters of fact material to the opinions set forth
below, on certificates of officers of the Company.
The opinion expressed below is limited to the Delaware General Corporation Law (which includes
applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the
Delaware General Corporation Law and the Delaware Constitution).
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and,
upon issuance and delivery against payment therefor in accordance with the terms of the
Underwriting Agreement, will be validly issued, fully paid and non-assessable.
Anthera Pharmaceuticals, Inc.
February 3, 2010
Page 2
February 3, 2010
Page 2
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration
Statement and to the references to our firm under the caption “Legal Matters” in the Registration
Statement. In giving our consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Very truly yours, |
||||
| /s/ Goodwin Procter LLP | ||||
| GOODWIN PROCTER llp | ||||