Attached files

file filename
8-K - FORM 8-K - NEUROCRINE BIOSCIENCES INCd284775d8k.htm
EX-1.1 - UNDERWRITING AGREEMENT,DATED JANUARY 19, 2012 - NEUROCRINE BIOSCIENCES INCd284775dex11.htm
EX-99.1 - PRESS RELEASE DATED JANUARY 18, 2012 - NEUROCRINE BIOSCIENCES INCd284775dex991.htm
EX-99.2 - PRESS RELEASE DATED JANUARY 19, 2012 - NEUROCRINE BIOSCIENCES INCd284775dex992.htm

Exhibit 5.1

LOGO

Jason L. Kent

(858) 550-6044

jkent@cooley.com

January 19, 2012

Neurocrine Biosciences, Inc.

12780 El Camino Real

San Diego, CA 92130

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the offering by Neurocrine Biosciences, Inc., a Delaware corporation (the “Company”), of up to 10,925,000 shares of the Company’s common stock, par value $0.001 (the “Shares”), including up to 1,425,000 shares of common stock that may be sold pursuant to the exercise of a 30-day option granted by the Company, pursuant to a Registration Statement on Form S-3 (Registration Statement No. 333-171022) (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 December 29, 2010 (the “Base Prospectus”), and the prospectus supplement relating to the Shares dated January 19, 2012 filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (the “Prospectus Supplement”). (The Base Prospectus and the 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 the Prospectus.

In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus, the Company’s Certificate of Incorporation and Bylaws, as currently in effect, 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 due 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 the 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


LOGO

January 19, 2012

Page Two

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

 

By:  

/s/ Jason L. Kent

  Jason L. Kent

4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM