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8-K - FORM 8-K - Anthera Pharmaceuticals Incf59372e8vk.htm
EX-1.1 - EX-1.1 - Anthera Pharmaceuticals Incf59372exv1w1.htm
EX-99.2 - EX-99.2 - Anthera Pharmaceuticals Incf59372exv99w2.htm
EX-99.1 - EX-99.1 - Anthera Pharmaceuticals Incf59372exv99w1.htm
Exhibit 5.1
     
(GOODWIN PROCTER LOGO)
   
 
  Goodwin Procter llp Counselors at Law
4365 Executive Drive San Diego, CA 92121
T: 858.202.2700
F: 858.457.1255
June 3, 2011
Anthera Pharmaceuticals, Inc.
25801 Industrial Boulevard, Suite B
Hayward, California 94545
Re: Securities Registered under Registration Statements on Form S-3
Ladies and Gentlemen:
          We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (File No. 333-172637) (as amended or supplemented, the “Registration Statement”) filed on March 7, 2011 with the with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offer by Anthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”) of up to $75,000,000 of any combination of securities of the types specified therein, that was declared effective by the Commission on March 11, 2011. Reference is made to our opinion letter dated March 7, 2011 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on June 2, 2011 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to 7,666,667 shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”) covered by the Registration Statement. The Shares include an over-allotment option granted to the underwriters of the offering to purchase 1,000,000 Shares. We understand that the Shares are to be offered and sold in the manner described in the Prospectus Supplement.
          We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions expressed below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
          The opinion expressed below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law).
          Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable.

 


 

          We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statements and to the references to our firm under the caption “Legal Matters” in the Registration Statements. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
         
  Very truly yours,
 
 
  /s/ Goodwin Procter LLP    
 
  GOODWIN PROCTER LLP   
     
 

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