Attached files
| file | filename |
|---|---|
| S-1/A - AMENDMENT NO. 3 TO FORM S-1 - NUPATHE INC. | w78367a3sv1za.htm |
| EX-3.4 - EX-3.4 - NUPATHE INC. | w78367a3exv3w4.htm |
| EX-3.2 - EX-3.2 - NUPATHE INC. | w78367a3exv3w2.htm |
| EX-4.1 - EX-4.1 - NUPATHE INC. | w78367a3exv4w1.htm |
| EX-3.1 - EX-3.1 - NUPATHE INC. | w78367a3exv3w1.htm |
| EX-1.1 - EX-1.1 - NUPATHE INC. | w78367a3exv1w1.htm |
| EX-24.2 - EX-24.2 - NUPATHE INC. | w78367a3exv24w2.htm |
| EX-24.3 - EX-24.3 - NUPATHE INC. | w78367a3exv24w3.htm |
| EX-23.1 - EX-23.1 - NUPATHE INC. | w78367a3exv23w1.htm |
| EX-10.14 - EX-10.14 - NUPATHE INC. | w78367a3exv10w14.htm |
| EX-10.13 - EX-10.13 - NUPATHE INC. | w78367a3exv10w13.htm |
| EX-10.21 - EX-10.21 - NUPATHE INC. | w78367a3exv10w21.htm |
Exhibit 5.1
[Letterhead of Morgan, Lewis & Bockius LLP]
July 20, 2010
NuPathe Inc.
227 Washington Street, Suite 200
Conshohocken, Pennsylvania 19428
227 Washington Street, Suite 200
Conshohocken, Pennsylvania 19428
RE: NuPathe Inc., Registration Statement on Form S-1 (No. 333-166825)
Ladies and Gentlemen:
We have acted as counsel to NuPathe Inc., a Delaware corporation (the “Company”), in connection
with the filing by the Company of the referenced Registration Statement on Form S-1 (as amended
prior to being declared effective, the “Registration Statement”) under the Securities Act of 1933,
as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”). The Registration
Statement relates to the proposed offering and sale of up to 5,750,000 shares (the “Shares”) of Common
Stock, par value $0.001 per share, of the Company, including up to 750,000 shares of Common Stock
that the underwriters have an option to purchase.
In connection with this opinion letter, we have examined the Registration Statement and originals,
or copies certified or otherwise identified to our satisfaction, of the certificate of
incorporation and the bylaws of the Company and such other documents, records and other instruments
as we have deemed appropriate for purposes of the opinion set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of the documents submitted to us as originals, the conformity with the originals of
all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of
the originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by the
Company and, when issued and sold by the Company and delivered by the Company against receipt of
the purchase price therefor, in the manner contemplated by the Registration Statement, will be
validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the laws of the State of Delaware.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to
the reference to us under the caption “Legal Matters” in the prospectus included in the
Registration Statement. In giving such consent, we do not hereby admit that we are acting within
the category of persons whose consent is required under Section 7 of the Act or the rules or
regulations of the SEC thereunder.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP