Attached files
file | filename |
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EX-1.1 - EX-1.1 - INSULET CORP | b87122exv1w1.htm |
EX-1.2 - EX-1.2 - INSULET CORP | b87122exv1w2.htm |
EX-99.2 - EX-99.2 - INSULET CORP | b87122exv99w2.htm |
EX-99.1 - EX-99.1 - INSULET CORP | b87122exv99w1.htm |
8-K - FORM 8-K - INSULET CORP | b87122e8vk.htm |
Exhibit 5.1
EXHIBIT 5.1 OPINION LETTER
June 23, 2011
Insulet Corporation
9 Oak Park Drive
Bedford, MA 01730
9 Oak Park Drive
Bedford, MA 01730
Re: Securities Registered under Registration Statement 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. 333-175067) (the Registration Statement) filed on June 22, 2011 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 and sale by Insulet
Corporation, a Delaware corporation (the Company), of (i) Convertible Senior Notes due 2016, (ii)
shares of the Companys Common Stock, par value $0.001 per share (the Common Stock), that may be
issued upon conversion of the Convertible Senior Notes due 2016 and (iii) rights to purchase shares
of Series A Junior Participating Cumulative Preferred Stock, which are attached to all shares of
Common Stock issued. The Registration Statement became effective upon filing with the Commission.
Reference is made to our opinion letter dated June 22, 2011 and included as Exhibit 5.1 to the
Registration Statement. We are delivering this supplemental opinion letter in connection with the
final prospectus (the Final Prospectus) filed on June 24, 2011 by the Company with the Commission
pursuant to Rule 424 under the Securities Act. The Final Prospectus relates to the offering by the
Company of (i) of up to $143,750,000 aggregate principal amount of its 3.75% Convertible Senior
Notes due 2016 (the Notes), (ii) the shares of the Companys Common Stock that may be issued upon
conversion of the Notes (the Conversion Shares), and (iii) rights to purchase shares of Series A
Junior Participating Cumulative Preferred Stock, which are attached to all shares of Common Stock
(the Preferred Stock Purchase Rights and collectively with the Notes and Conversion Shares, the
Securities) covered by the Registration Statement. We understand that the Securities are to be
offered and sold in the manner described in the Final Prospectus.
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.
We refer to the Indenture, to dated as of June 29, 2011, that is to be entered into by
the Company and Wells Fargo National Bank, National Association, as trustee (the Trustee),
establishing the terms of the Notes under such Indenture, in a form consistent with that authorized
by the Company, as the Indenture.
Insulet Corporation.
June 23, 2011
Page 2
June 23, 2011
Page 2
The opinions expressed below are limited to the Delaware General Corporation Law (which
includes reported judicial decisions interpreting the Delaware General Corporation Law) and the law
of New York.
Based on the foregoing, and subject to the additional qualifications set forth below, we are
of the opinion that:
1. The Notes have been duly authorized and, upon the due execution and delivery of the
Indenture by each of the Company and the Trustee and the execution, authentication and issuance of
the Notes against payment therefor in accordance with the terms of the Indenture, the Notes will be
valid and binding obligations of the Company, enforceable against the Company in accordance with
their terms.
2. The
issuance of the Conversion Shares and the Preferred Stock Purchase Rights attached thereto has
been duly authorized and, assuming a sufficient number of authorized but unissued shares of Common
Stock are available for issuance when the Notes are converted, the Conversion Shares, when issued
and delivered upon conversion of the Notes in accordance with the Indenture, and the Preferred
Stock Purchase Rights attached thereto will be validly issued, fully paid and nonassessable.
The opinion expressed in numbered opinion paragraph 1 above is subject to and limited by the
effect of any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and other similar laws of general application affecting the rights and remedies of creditors and to
general principles of equity (including, without limitation, concepts of materiality,
reasonableness, good faith, fair dealing and unconscionability), regardless of whether considered
in a proceeding in equity or law.
This opinion letter and the opinions it contains shall be interpreted in accordance with the
Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar
Associations Business Law Section as published in 53 Business Lawyer 831 (May 1998).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Companys
Current Report on Form 8-K dated June 23, 2011, which is incorporated by reference into the
Registration Statement, and to the references to our firm therein and under the caption Legal
matters in the Final Prospectus. 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
GOODWIN PROCTER llp