Attached files
file | filename |
---|---|
8-K - FORM 8-K - Dex Liquidating Co. | crdc20130314_8k.htm |
EX-1 - EXHIBIT 1.1 - Dex Liquidating Co. | crdc20130314_8kex1-1.htm |
EX-99 - EXHIBIT 99.1 - Dex Liquidating Co. | crdc20130314_8kex99-1.htm |
Mark B. Weeks T: +1 650 843 5011 mweeks@cooley.com |
EXHIBIT 5.1 |
March 15, 2013
Cardica, Inc.
900 Saginaw Drive
Redwood City, CA 94063
RE: |
Cardica, Inc. |
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the offering by Cardica, Inc., a Delaware corporation (the Company), of up to 14,251,368 shares (the Shares) of the Companys common stock, par value $0.001 (the Common Stock), pursuant to a Registration Statement on Form S-3 (Registration No. 333-171197) (the Registration Statement), filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act), the related prospectus dated February 7, 2011 (the Base Prospectus) and the prospectus supplement dated March 13, 2015, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (the Prospectus Supplement). (The Base Prospectus and the Prospectus Supplement are collectively referred to as the Prospectus.) 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 and the Prospectus, the Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each 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. 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.
We consent to the reference to our firm under the caption Legal Matters in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to a current report of the Company on Form 8-K.
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM
Cardica, Inc.
March 15, 2013
Page Two
Very truly yours,
Cooley llp
By: |
/s/Mark B. Weeks |
|
Mark B. Weeks |
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM