Attached files
file | filename |
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8-K - 8-K - OPTIMER PHARMACEUTICALS INC | a12-10039_18k.htm |
EX-99.1 - EX-99.1 - OPTIMER PHARMACEUTICALS INC | a12-10039_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 Companys 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 Companys 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