Attached files
| file | filename |
|---|---|
| 8-K - MICROMET, INC. | v202116_8k.htm |
| EX-1.1 - MICROMET, INC. | v202116_ex1-1.htm |
| EX-99.1 - MICROMET, INC. | v202116_ex99-1.htm |
[LOGO OF COOLEY LLP]
Darren K.
DeStefano
(703)
456-8034
ddestefano@cooley.com
November
12, 2010
Micromet,
Inc.
6707
Democracy Blvd., Suite 505
Bethesda,
MD 20817
Ladies
and Gentlemen:
You have
requested our opinion with respect to certain matters in connection with the
offering by Micromet,
Inc., a Delaware corporation (the “Company”),
of 11,385,000 shares of the Company’s common stock (the “Shares”),
including 1,485,000 shares of common stock for which the underwriter has been
granted an over-allotment option, pursuant to a Registration Statement on Form
S-3 filed with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Act”)
(Registration Statement No. 333-162541), a related Registration Statement on
Form S-3 filed with the Commission pursuant to Rule 462(b) under the Act
(Registration Statement No. 333-170537, and together with Registration Statement
No. 333-162541, the “Registration
Statements”), the prospectus dated November 2, 2009 (the “Base
Prospectus”), and the prospectus supplement relating to the Shares filed
with the Commission pursuant to Rule 424(b) of the Rules and Regulations under
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 Company’s Amended and Restated Certificate of
Incorporation, as amended, its Amended and Restated Bylaws, as amended, 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 and issued in accordance with the Registration Statements and
Prospectus, will be validly issued, fully paid and nonassessable.
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 a Current Report
on Form 8-K of the Company.
********
November
12, 2010
Page
Two
Very
truly yours,
Cooley
LLP
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By:
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/s/ Darren K. DeStefano
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|
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Darren
K. DeStefano
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