Attached files
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EX-23.1 - EX-23.1 - T2 Biosystems, Inc. | a14-10836_9ex23d1.htm |
S-1MEF - S-1MEF - T2 Biosystems, Inc. | a14-10836_9s1mef.htm |
Exhibit 5.1
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John Hancock Tower, 20th Floor 200 Clarendon Street Boston, Massachusetts 02116 Tel: +1.617.948.6000 Fax: +1.617.948.6001 www.lw.com
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FIRM / AFFILIATE OFFICES | |
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Abu Dhabi |
Milan |
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Barcelona |
Moscow |
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Beijing |
Munich |
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Boston |
New Jersey |
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Brussels |
New York |
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Chicago |
Orange County |
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Doha |
Paris |
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Dubai |
Riyadh |
August 6, 2014 |
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Düsseldorf |
Rome |
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Frankfurt |
San Diego |
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Hamburg |
San Francisco |
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Hong Kong |
Shanghai |
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Houston |
Silicon Valley |
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London |
Singapore |
T2 Biosystems, Inc. |
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Los Angeles |
Tokyo |
101 Hartwell Lane |
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Madrid |
Washington, D.C. |
Lexington, Massachusetts 02421 |
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Re: Registration Statement No. 333-197193 and Registration Statement filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended;
5,980,000 shares of Common Stock, $0.001 par value per share
Ladies and Gentlemen:
We have acted as special counsel to T2 Biosystems, Inc., a Delaware corporation (the Company), in connection with the registration of shares of the Companys common stock, $0.001 par value per share (the Common Stock), pursuant to a registration statement on Form S-1/A under the Securities Act of 1933, as amended (the Act), filed with the Securities and Exchange Commission (the Commission) on July 28, 2014 (Registration No. 333-197193) (as amended, the Initial Registration Statement) and a registration statement relating to the Initial Registration Statement filed pursuant to Rule 462(b) promulgated under the Act (the Post-Effective Amendment and together with the Initial Registration Statement, the Registration Statement). The Post-Effective Amendment relates to the registration of 1,380,000 additional shares of Common Stock (the Additional Shares). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the Prospectus), other than as expressly stated herein with respect to the issue of the Additional Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware (the DGCL) and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Additional Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading Legal Matters. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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Very truly yours, |
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/s/ Latham & Watkins LLP |