Attached files
| file | filename |
|---|---|
| S-1/A - ASSEMBLY BIOSCIENCES, INC. | v201772_s1a.htm |
| EX-3.1 - ASSEMBLY BIOSCIENCES, INC. | v201772_ex3-1.htm |
| EX-1.1 - ASSEMBLY BIOSCIENCES, INC. | v201772_ex1-1.htm |
| EX-4.13 - ASSEMBLY BIOSCIENCES, INC. | v201772_ex4-13.htm |
| EX-23.1 - ASSEMBLY BIOSCIENCES, INC. | v201772_ex23-1.htm |
| EX-10.1 - ASSEMBLY BIOSCIENCES, INC. | v201772_ex10-1.htm |
| EX-10.12 - ASSEMBLY BIOSCIENCES, INC. | v201772_ex10-12.htm |
Exhibit
5.1
Wyrick
Robbins Yates & Ponton LLP
4101 Lake
Boone Trail, Suite 300
Raleigh,
North Carolina 27607
November
15, 2010
Board of
Directors
Ventrus
Biosciences, Inc.
787
Seventh Avenue
48th
Floor
New York,
New York 10019
Ventrus
Biosciences, Inc.
Registration
Statement on Form S-1 (File No. 333-168224)
Ladies
and Gentlemen:
We have
acted as counsel to Ventrus Biosciences, Inc., a Delaware corporation (the
“Company”), in connection with the Registration Statement on Form S-1 (File No.
333-168224), as initially filed by the Company with the Securities and Exchange
Commission (the “Commission”) on July 20, 2010 (as amended, the “Registration
Statement”) pursuant to the Securities Act of 1933, as amended (the
“Act”). The Registration Statement relates to the sale by Company in
an underwritten public offering of shares (including shares subject to the
underwriters’ over-allotment option) (the “Shares”) of the Company’s common
stock, $0.001 par value per share (the “Common Stock”). The Registration
Statement also relates to shares of Common Stock to be issued pursuant to the
exercise of a warrant to be issued to the underwriters (the “Warrant
Shares”).
We
understand that the Shares are to be sold by the Company pursuant to the terms
of an Underwriting Agreement (the "Underwriting Agreement") in substantially the
form filed as Exhibit 1.1 to the Registration Statement. We
understand that the Warrant Shares are to be sold by the Company pursuant to the
terms of a Warrant (the "Warrant") in substantially the form filed as Exhibit
4.13 to the Registration Statement.
This
opinion is being furnished in accordance with the requirements of Item 16 of
Form S-1 and Item 601(b)(5)(i) of Regulation S-K.
In
connection with the foregoing, we have relied upon, among other things, our
examination of such documents, records of the Company and certificates of its
officers and public officials as we deemed necessary for purposes of the
opinions expressed below. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the original of all documents submitted to
us as copies thereof.
Based
upon the foregoing, we are of the opinion that:
|
1.
|
The
Shares have been duly authorized for issuance and, when the Shares have
been issued and sold in accordance with the terms and provisions of the
Underwriting Agreement and as described in the Registration Statement,
will be legally and validly issued, fully paid and
nonassessable.
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|
2.
|
The
Warrant has been duly authorized for issuance and, when the Warrant has
been issued and delivered as contemplated pursuant to the Underwriting
Agreement, the Warrant will be the valid binding obligation of the
Company, enforceable against the Company in accordance with its terms,
except to the extent that enforcement thereof may be limited by (a)
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
or other similar laws now or hereafter in effect relating to creditors’
rights generally and (b) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in
equity).
|
|
3.
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The
Warrant Shares have been duly authorized for issuance and, when the
Warrant Shares have been issued and sold in accordance with the terms and
provisions of the Warrant, and upon receipt by the Company of the
consideration to be paid therefor, the Warrant Shares will be legally and
validly issued, fully paid and
nonassessable.
|
This
opinion is limited to the Delaware General Corporation Law, including the
statutory provisions of the Delaware General Corporation Law and all applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting these laws, and, as to the Warrant constituting a valid binding
obligation of the Company, the Business Corporation Law of the State of New
York. We hereby consent to the filing of this opinion with the
Commission as Exhibit 5.1 to the Registration Statement and reference to our
firm under the heading “Legal Matters” in the Registration
Statement. In giving this consent, we do not admit that we are within
the category of persons whose consent is required by Section 7 of the Securities
Act or the rules and regulations promulgated thereunder by the
Commission.
Very
truly yours,
/s/
Wyrick Robbins Yates & Ponton LLP