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8-K - 8-K - OPTIMER PHARMACEUTICALS INCa12-10039_18k.htm
EX-99.1 - EX-99.1 - OPTIMER PHARMACEUTICALS INCa12-10039_1ex99d1.htm

Exhibit 5.1

 

 

Sean M. Clayton

T: +1 858 550 6034

sclayton@cooley.com

 

April 20, 2012

 

Optimer Pharmaceuticals, Inc.

10110 Sorrento Valley Road, Suite C

San Diego, CA  92121

 

Ladies and Gentlemen:

 

You have requested our opinion with respect to certain matters in connection with the issuance by OPTIMER PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), of up to 286,260 shares of the Company’s common stock, par value $0.001 (the “Shares”), pursuant to a Registration Statement on Form S-3 (Registration No. 333-177709) (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 November 16, 2011 (the “Base Prospectus”) and the prospectus supplement dated April 20, 2012, filed with the Commission pursuant to Rule 424(b) promulgated under the Act (the “Prospectus Supplement”).  The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus.”  The Shares are to be issued 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 and the Prospectus, the Company’s Restated Certificate of Incorporation 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, and 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 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 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

 



 

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/ Sean M. Clayton

 

Sean M. Clayton

 

 

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