Attached files
file | filename |
---|---|
8-K - FORM 8-K - Trius Therapeutics Inc | d468398d8k.htm |
EX-1.1 - UNDERWRITING AGREEMENT - Trius Therapeutics Inc | d468398dex11.htm |
EX-99.1 - PRESS RELEASE DATED JANUARY 17, 2013 - Trius Therapeutics Inc | d468398dex991.htm |
EX-99.2 - PRESS RELEASE DATED JANUARY 18, 2013 - Trius Therapeutics Inc | d468398dex992.htm |
Exhibit 5.1
Charles J. Bair
T: +1 858 550 6142
cbair@cooley.com
January 17, 2013
Trius Therapeutics, Inc.
6310 Nancy Ridge Dr, Suite 105
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the offering by TRIUS THERAPEUTICS, INC., a Delaware corporation (the Company), of up to 7,245,000 shares of the Companys common stock, par value $0.0001 (the Shares), consisting of (i) up to 4,858,405 shares of common stock, including up to 633,705 shares that may be sold pursuant to the exercise of a 30-day option granted by the Company, offered pursuant to Registration Statement No. 333-176621 (the 2011 Registration Statement) filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act) on September 1, 2011 and declared effective September 15, 2011, the prospectus dated September 15, 2011 included therein (the 2011 Base Prospectus), and the related prospectus supplement dated January 17, 2013 and filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (together with the 2011 Base Prospectus, the 2011 Prospectus) and (ii) up to 2,386,595 shares of common stock, including up to 311,295 shares that may be sold pursuant to the exercise of a 30-day option granted by the Company, offered pursuant to Registration Statement No. 333-183673 (the 2012 Registration Statement) filed with the Commission under the Act, on August 31, 2012 and declared effective September 11, 2012, the prospectus dated September 11, 2012 included therein (the 2012 Base Prospectus), and the related prospectus supplement dated January 17, 2013 and filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (together with the 2012 Base Prospectus, the 2012 Prospectus). The 2011 Registration Statement and the 2012 Registration Statement are collectively referred to as the Registration Statements, and the 2011 Prospectus and the 2012 Prospectus are collectively referred to as the Prospectuses. The Shares are to be sold by the Company as described in the Registration Statements and the Prospectuses.
In connection with this opinion, we have examined and relied upon the Registration Statements and the Prospectuses, the Companys Amended and Restated Certificate of Incorporation and 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, 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.
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM
Trius Therapeutics, Inc.
January 17, 2013
Page Two
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 Statements and the Prospectuses, will be validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption Legal Matters in the Prospectuses and to the filing of this opinion as an exhibit to the Registration Statements.
Sincerely,
Cooley LLP
By: | /s/ Charles J. Bair | |
Charles J. Bair |
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM