Attached files
file | filename |
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S-1/A - AMENDMENT NO. 1 TO FORM S-1 - Auspex Pharmaceuticals, Inc. | d844351ds1a.htm |
EX-23.1 - EX-23.1 - Auspex Pharmaceuticals, Inc. | d844351dex231.htm |
EX-1.1 - EX-1.1 - Auspex Pharmaceuticals, Inc. | d844351dex11.htm |
Exhibit 5.1
Kenneth J. Rollins
T: +1 858 550 6136
krollins@cooley.com
January 21, 2015
Auspex Pharmaceuticals, Inc.
3366 North Torrey Pines Court, Suite 225
San Diego, CA 92037
Ladies and Gentlemen:
We represent Auspex Pharmaceuticals, Inc., a Delaware corporation (the Company), in connection with the filing by the Company of a Registration Statement (No. 333-201387) 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 (i) up to 3,600,000 shares (the Company Shares) of the Companys common stock, par value $0.0001 (the Company Stock), to be sold by the Company, including up to 600,000 shares of Company Stock that may be sold pursuant to the exercise of an option to purchase additional shares of Company Stock granted to the underwriters, and (ii) up to 1,000,000 shares (the Stockholder Shares) of Company Stock to be sold by certain selling stockholders.
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the 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 to independently verify such matters. Our opinion is expressed only with respect to 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 Company Shares, when sold and issued against payment therefor as described in the Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable, and that the Stockholder Shares have been validly issued and are fully paid and non-assessable.
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM
Auspex Pharmaceuticals, Inc.
January 21, 2015
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 | ||
By: | /s/ Kenneth J. Rollins | |
Kenneth J. Rollins |
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM