Attached files
file | filename |
---|---|
S-1/A - S-1/A - PORTOLA PHARMACEUTICALS INC | d436765ds1a.htm |
EX-4.1 - EX-4.1 - PORTOLA PHARMACEUTICALS INC | d436765dex41.htm |
EX-3.5 - EX-3.5 - PORTOLA PHARMACEUTICALS INC | d436765dex35.htm |
EX-23.1 - EX-23.1 - PORTOLA PHARMACEUTICALS INC | d436765dex231.htm |
Exhibit 5.1
Sally A. Kay
T: +1 650 843 5582
skay@cooley.com
May 17, 2013
Portola Pharmaceuticals, Inc.
270 E. Grand Avenue
South San Francisco, California 94080
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the filing by Portola Pharmaceuticals, Inc., a Delaware corporation (the Company), of a Registration Statement (No. 333-187901) 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 an underwritten public offering of up to 6,900,000 shares (the Shares) of the Companys common stock, par value $0.001 (Common Stock), and up to 1,035,000 shares of Common Stock that may be sold by the Company pursuant to the exercise of an option to purchase additional shares granted to the underwriters (the Option Shares).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related Prospectus, (b) the Companys Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1 to the Registration Statement (Pre-IPO Certificate), as amended by the Certificate of Amendment to the Pre-IPO Certificate, filed as Exhibit 3.5 to the Registration Statement, and the Companys Bylaws, filed as Exhibit 3.3 to the Registration Statement, each as currently in effect, (c) the Companys Amended and Restated Certificate of Incorporation, filed as Exhibit 3.2 to the Registration Statement, and the Companys Amended and Restated Bylaws, filed as Exhibit 3.4 to the Registration Statement, each of which will be in effect upon the closing of the offering contemplated by the Registration Statement, and (d) 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 where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of officers of the Company and have not sought to independently verify such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware, as amended.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares and the Option Shares, when sold and issued as described in the Registration Statement and the related Prospectus, will be validly issued, fully paid and non-assessable.
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM
Portola Pharmaceuticals, Inc.
Page Two
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 the Registration Statement.
Sincerely,
Cooley LLP
/s/ Sally A. Kay |
Sally A. Kay |
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM