Attached files
file | filename |
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S-1 - FORM S-1 - Horizon Therapeutics Public Ltd Co | d330015ds1.htm |
EX-21.1 - SUBSIDIARIES OF HORIZON PHARMA, INC. - Horizon Therapeutics Public Ltd Co | d330015dex211.htm |
EX-23.1 - CONSENT OF PRICEWATERHOUSECOOPERS LLP - Horizon Therapeutics Public Ltd Co | d330015dex231.htm |
Exhibit 5.1
L. Kay Chandler
T: +1 858 550 6014
kchandler@cooley.com
April 10, 2012
Horizon Pharma, Inc.
520 Lake Cook Road, Suite 520
Deerfield, IL 60015
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the filing by Horizon Pharma, Inc., a Delaware corporation (the Company), of a Registration Statement on Form S-1 (the Registration Statement) with the Securities and Exchange Commission, including a related prospectus filed with the Registration Statement (the Prospectus), covering the registration for resale of up to 20,819,468 shares of the Common Stock, $0.0001 par value, of the Company on behalf of certain selling stockholders, including 14,033,829 shares of Common Stock (the Shares) and up to 6,785,639 shares of Common Stock (the Warrant Shares) issuable upon the exercise of certain warrants held by such selling stockholders (the Warrants).
In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus, the Warrants, the Companys Amended and Restated Certificate of Incorporation, its Amended and Restated Bylaws, 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. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
Our opinion is expressed only with respect to the federal laws of the United States of America and the General Corporation Law of the State of Delaware.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that (i) the Shares are validly issued, fully paid and nonassessable, and (ii) the Warrant Shares, when issued and sold in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable.
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/ L. Kay Chandler | |
L. Kay Chandler |
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM