Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Cascadian Therapeutics, Inc. | v59027e8vk.htm |
| EX-1.1 - EX-1.1 - Cascadian Therapeutics, Inc. | v59027exv1w1.htm |
| EX-99.1 - EX-99.1 - Cascadian Therapeutics, Inc. | v59027exv99w1.htm |
Exhibit 5.1
April 29, 2011
Oncothyreon Inc.
2601 Fourth Avenue, Suite 500
Seattle, Washington 98121
2601 Fourth Avenue, Suite 500
Seattle, Washington 98121
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Oncothyreon Inc., a Delaware corporation (the “Company”), in
connection with the registration of the offer and sale of 11,500,000 shares (the “Shares”) of the
Company’s common stock, $0.0001 par value per share, pursuant to the Company’s shelf Registration
Statement on Form S-3 (File No. 333-173227) filed on April 1, 2011 and declared effective by the
Securities and Exchange Commission (the “Commission”) on April 8, 2011 (the “Registration
Statement”).
The offering and sale of the Shares are being made pursuant to the Underwriting Agreement (the
“Underwriting Agreement”), dated as of April 29, 2011, by and between the Company and Cowen and
Company, LLC, as representative of the several Underwriters.
We have examined copies of the Underwriting Agreement, the Registration Statement, the base
prospectus that forms a part thereof and the prospectus supplement thereto related to the offering
of the Shares, which prospectus supplement is dated as of the date hereof and will be filed by the
Company in accordance with Rule 424(b) promulgated under the Securities Act of 1933. We have also
examined instruments, documents and records which we deemed relevant and necessary for the basis of
our opinion hereinafter expressed.
In such examination, we have assumed (i) the authenticity of original documents and the
genuineness of all signatures, (ii) the conformity to the originals of all documents submitted to
us as copies, and (iii) the truth, accuracy, and completeness of the information, representations
and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based on and subject to the foregoing, we are of the opinion that:
| • | The Shares have been duly authorized by the Company and, when issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable. |
We express no opinion as to the laws of any other jurisdiction other than the federal laws of
the United States of America and the General Corporation Law of the State of Delaware.
Oncothyreon Inc.
April 29, 2011
Page 2
April 29, 2011
Page 2
We hereby consent to the use of this opinion as an exhibit to the Company’s Current Report on
Form 8-K, filed on or about April 29, 2011, for incorporation by reference into the Registration
Statement.
| Sincerely, |
||||
| /s/ Wilson Sonsini Goodrich & Rosati, P.C. | ||||
| WILSON SONSINI GOODRICH & ROSATI | ||||
| Professional Corporation | ||||