Attached files
file | filename |
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8-K - FORM 8-K - Anthera Pharmaceuticals Inc | f59372e8vk.htm |
EX-1.1 - EX-1.1 - Anthera Pharmaceuticals Inc | f59372exv1w1.htm |
EX-99.2 - EX-99.2 - Anthera Pharmaceuticals Inc | f59372exv99w2.htm |
EX-99.1 - EX-99.1 - Anthera Pharmaceuticals Inc | f59372exv99w1.htm |
Exhibit 5.1
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
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
Companys 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, |
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/s/ Goodwin Procter LLP | ||||
GOODWIN PROCTER LLP | ||||
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