Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - ENDOCYTE INC | f56327a3sv1za.htm |
EX-4.1 - EX-4.1 - ENDOCYTE INC | f56327a3exv4w1.htm |
EX-1.1 - EX-1.1 - ENDOCYTE INC | f56327a3exv1w1.htm |
EX-3.2 - EX-3.2 - ENDOCYTE INC | f56327a3exv3w2.htm |
EX-23.1 - EX-23.1 - ENDOCYTE INC | f56327a3exv23w1.htm |
Exhibit 5.1
January 12,
2011
Endocyte, Inc.
3000 Kent Avenue, Suite A1-100
West Lafayette, Indiana 47906
3000 Kent Avenue, Suite A1-100
West Lafayette, Indiana 47906
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration Statement on Form S-1
(Registration No. 333-168904), as amended (the Registration Statement), filed by Endocyte, Inc.
(the Company) with the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, of 6,152,500 shares (including up to
802,500 shares issuable upon exercise of an over-allotment option granted by the Company) of the Companys common stock,
$0.001 par value per share (the Shares). We understand that the Shares are to be sold to the underwriters for
resale to the public as described in the Registration Statement and pursuant to an underwriting
agreement, substantially in the form of which is filed as an exhibit to the Registration Statement,
to be entered into by and among the Company and the underwriters (the Underwriting Agreement).
We are
acting as counsel for the Company in connection with the sale by the Company of the Shares. In such capacity, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary for the purposes of rendering
this opinion. In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity with the originals of
all documents submitted to us as copies, the authenticity of the originals of such 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 General
Corporation Law of the State of Delaware (including the statutory provisions and all applicable
judicial decisions interpreting those laws) and the federal laws of the United States of America.
On the basis of the foregoing, we are of the opinion, that the Shares to be issued and sold by
the Company have been duly authorized and, when such Shares are issued and paid for in accordance
with the terms of the Underwriting Agreement, will be validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement, and we consent
to the reference of our name under the caption Legal Matters in the prospectus forming part of
the Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
Professional Corporation
/s/
Wilson Sonsini Goodrich & Rosati, P.C.