Attached files
file | filename |
---|---|
8-K - FORM 8-K - IDENIX PHARMACEUTICALS INC | b80768e8vk.htm |
EX-99.2 - EX-99.2 - IDENIX PHARMACEUTICALS INC | b80768exv99w2.htm |
EX-99.1 - EX-99.1 - IDENIX PHARMACEUTICALS INC | b80768exv99w1.htm |
Exhibit 5.1
+1 617 526 6000 (t) | ||
+1 617 526 5000 (f) | ||
wilmerhale.com |
April 29, 2010
Idenix Pharmaceuticals, Inc.
60 Hampshire Street
Cambridge, MA 02139
60 Hampshire Street
Cambridge, MA 02139
Re: Prospectus Supplement to Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is being furnished to you in connection with (i) the Registration Statement on Form
S-3 (File No. 333-153471) (the Registration Statement) filed by Idenix Pharmaceuticals, Inc., a
Delaware corporation (the Company), with the Securities and Exchange Commission (the
Commission) for the purpose of registering with the Commission under the Securities Act of 1933,
as amended (the Securities Act), shares of the Companys common stock, $0.001 par value per share
(the Common Stock), which may be issued from time to time on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act at an aggregate initial offering price not to exceed
$100,000,000, as set forth in the Registration Statement and the prospectus contained therein (the
Prospectus); and (ii) the prospectus supplement, dated April 29, 2010 (the Prospectus
Supplement) relating to the issue and sale pursuant to the Registration Statement of 6,460,672
shares of Common Stock (the Shares).
The Shares are to be issued and sold by the Company pursuant to the underwriting agreement, dated
as of April 29, 2010 (the Underwriting Agreement), among the Company and the several Underwriters
named in Schedule A to the Underwriting Agreement, the form of which has been filed with the
Commission as Exhibit 99.1 to the Companys Current Report on Form 8-K, dated April 29, 2010.
We are acting as counsel for the Company in connection with the issue and sale by the Company of
the Shares. We have examined a signed copy of the Registration Statement and a copy of the
Prospectus Supplement, each as filed with the Commission. We have also examined and relied upon
the Underwriting Agreement, minutes of meetings of the stockholders and the Board of Directors of
the Company as provided to us by the Company, including committees thereof, of the Company as
provided to us by the Company, the Certificate of Incorporation and By-Laws of the Company, each as
restated and/or amended to date, and such other documents as we have deemed necessary for purposes
of rendering the opinion hereinafter set forth.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity to
Wilmer
Cutler Pickering Hale and Dorr llp, 60 State Street, Boston, Massachusetts 02109
Beijing Berlin Boston Brussels Frankfurt London Los Angeles New York Oxford Palo Alto Waltham Washington
Idenix Pharmaceuticals, Inc.
April 29, 2010
Page 2
April 29, 2010
Page 2
original documents of all documents submitted to us as copies, the authenticity of the originals of
such latter documents and the legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction other than the state laws
of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the
federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly
authorized for issuance and, when issued and paid for in accordance with the terms and conditions
of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable.
It is understood that this opinion is to be used only in connection with the offer and sale of the
Shares while the Registration Statement is in effect and may not be used, quoted or relied upon for
any other purpose nor may this opinion be furnished to, quoted to or relied upon by any other
person or entity, for any purpose, without our prior written consent.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion
should be inferred as to any other matters. This opinion is based upon currently existing
statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you
of any change in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act with the Commission as an exhibit to the
Current Report on Form 8-K to be filed by the Company in connection with the issue and sale of the
Shares and to the use of our name in the Prospectus Supplement under the caption Legal Matters.
In giving such consent, we do not hereby 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 of the Commission.
Very truly yours, WILMER CUTLER PICKERING HALE AND DORR LLP |
||||
By: | /s/ Susan W. Murley | |||
Susan W. Murley, a Partner | ||||