Attached files
file | filename |
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8-K - FORM 8-K - Ardea Biosciences, Inc./DE | a58413e8vk.htm |
EX-1.1 - EX-1.1 - Ardea Biosciences, Inc./DE | a58413exv1w1.htm |
EX-99.1 - EX-99.1 - Ardea Biosciences, Inc./DE | a58413exv99w1.htm |
Exhibit 5.1
Kenneth J. Rollins
(858) 550-6136
krollins@cooley.com
(858) 550-6136
krollins@cooley.com
January 21, 2011
Ardea Biosciences, Inc.
4939 Directors Place
San Diego, CA 92121
4939 Directors Place
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the offering by
Ardea Biosciences, Inc., a Delaware corporation (the Company), of up to 3,162,500 shares
of the Companys common stock, par value $0.001 (the Shares), including 412,500 shares of common
stock for which the underwriters have been granted an over-allotment option, pursuant to a
Registration Statement on Form S-3 (Registration Statement No. 333-170105) (the Registration
Statement), filed with the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933, as amended (the Act), the prospectus dated November 15, 2010 (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 of 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 Statement and
Prospectus.
In connection with this opinion, we have examined and relied upon the Registration Statement, the
Prospectus, the Companys Amended and Restated Certificate of Incorporation, its Amended and
Restated Bylaws, 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. In rendering this opinion, we have
assumed the genuineness and authenticity of all signatures on original documents; the genuineness
and authenticity of all documents submitted to us as originals; the conformity to originals of all
documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of
public officials; and the due authorization, execution and delivery of all documents where
authorization, execution and delivery are prerequisites to the effectiveness of such documents.
Our opinion herein is expressed solely with respect to the federal laws of the United States and
the General Corporation Law of the State of Delaware. Our opinion is based on these laws as in
effect on the date hereof. We express no opinion as to whether the laws of any particular
jurisdiction are applicable to the subject matter hereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when
sold in accordance with the Registration Statement and Prospectus, will be validly issued, fully
paid and nonassessable.
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM
January 21, 2011
Page Two
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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 the Registration Statement.
Very truly yours, Cooley LLP |
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By: | /s/ Kenneth J. Rollins | |||
Kenneth J. Rollins, Esq. | ||||
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM