Attached files
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8-K - FORM 8-K - ARENA PHARMACEUTICALS INC | d8k.htm |
Exhibit 5.1
Steven M. Przesmicki
(858) 550-6070
przes@cooley.com
March 8, 2010
Arena Pharmaceuticals, Inc.
6166 Nancy Ridge Drive
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the offering by Arena Pharmaceuticals, Inc., a Delaware corporation (the Company), of 8,278,432 shares of the Companys common stock, par value $0.0001 (the Shares), pursuant to a Registration Statement on Form S-3 (No. 333-155660) (the Initial Registration Statement), filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act), a Registration Statement on Form S-3 (No. 333-165348) filed with the Commission pursuant to Rule 462(b) of the Act (the 462(b) Registration Statement and collectively with the Initial Registration Statement, the Registration Statements), the prospectus dated March 23, 2009 (the Base Prospectus), and the prospectus supplement dated March 8, 2010 relating to the Shares, filed or to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (the Prospectus Supplement). (The Base Prospectus and Prospectus Supplement are collectively referred to as the Prospectus.) All of the Shares are to be sold by the Company as described in the Registration Statements and Prospectus.
In connection with this opinion, we have examined and relied upon the Registration Statements, the Prospectus, the Companys Fifth Amended and Restated Certificate of Incorporation, as amended, its Amended and Restated Bylaws, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold in accordance with the Registration Statements and Prospectus, will be validly issued, fully paid and nonassessable.
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM
Arena Pharmaceuticals, Inc.
March 8, 2010
Page Two
We consent to the reference to our firm under the caption Legal Matters in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statements.
Very truly yours,
Cooley Godward Kronish LLP
By: |
/s/ Steven M. Przesmicki | |
Steven M. Przesmicki |
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM