Attached files
file | filename |
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S-1MEF - S-1MEF - Flexion Therapeutics Inc | d835611ds1mef.htm |
EX-23.1 - EX-23.1 - Flexion Therapeutics Inc | d835611dex231.htm |
Exhibit 5.1
Sean M. Clayton
T: +1 858 550 6034
sclayton@cooley.com
December 11, 2014
Flexion Therapeutics, Inc.
10 Mall Road, Suite 301
Burlington, MA 01803
Ladies and Gentlemen:
We represent Flexion Therapeutics, Inc., a Delaware corporation (the Company), in connection with the filing by the Company of a Registration Statement on Form S-1 (the Registration Statement) with the Securities and Exchange Commission pursuant to Rule 462(b) of Regulation C promulgated under the Securities Act of 1933, as amended, relating to an aggregate of 664,835 shares of common stock, par value $0.001 per share of the Company (the Shares). The Registration Statement incorporates by reference the Registration Statement on Form S-1 (No. 333-200668), which was declared effective on December 11, 2014, including the prospectus which forms a part of such Registration Statement (the Prospectus).
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 and Amended and Restated Bylaws, as currently in effect and (c) 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. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable.
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM
Flexion Therapeutics, Inc.
December 11, 2014
Page Two
We consent to the reference to our firm under the caption Legal Matters in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely, | ||
Cooley LLP | ||
By: | /s/ Sean M. Clayton | |
Sean M. Clayton |
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM