Attached files

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S-1/A - S-1/A - Corindus Vascular Robotics, Inc.d901420ds1a.htm
EX-1.1 - EX-1.1 - Corindus Vascular Robotics, Inc.d901420dex11.htm
EX-10.1 - EX-10.1 - Corindus Vascular Robotics, Inc.d901420dex101.htm
EX-23.2 - EX-23.2 - Corindus Vascular Robotics, Inc.d901420dex232.htm
EX-10.17 - EX-10.17 - Corindus Vascular Robotics, Inc.d901420dex1017.htm
EX-10.16 - EX-10.16 - Corindus Vascular Robotics, Inc.d901420dex1016.htm
EXCEL - IDEA: XBRL DOCUMENT - Corindus Vascular Robotics, Inc.Financial_Report.xls
EX-10.2 - EX-10.2 - Corindus Vascular Robotics, Inc.d901420dex102.htm

EXHIBIT 5.1

May 26, 2015

Corindus Vascular Robotics, Inc.

309 Waverley Oaks Rd., Suite 105

Waltham, MA 02452

Ladies and Gentlemen:

In connection with the issuance by Corindus Vascular Robotics, Inc., a Nevada corporation (the “Company”), of up to an aggregate of 12,650,000 shares (the “Shares”) of Common Stock, $.0001 par value per share, of the Company (provided that the aggregate value of the Shares shall not exceed $60,000,000) pursuant to its Registration Statement on Form S-1 (the “Registration Statement”) which is being filed by the Company with the Securities and Exchange Commission on or about the date hereof under the Securities Act of 1933, as amended, certain legal matters with respect to the Shares are being passed upon for the Company by us as special Nevada local corporate counsel. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

In connection with this opinion letter, we have examined and relied upon copies of the following documents, together with such other documents as we deemed necessary or advisable to render the opinions herein expressed:

i. The articles of incorporation and bylaws of the Company as are currently in effect.

ii. A certificate of officers of the Company as to certain factual matters, including adoption of certain resolutions of the board of directors.

iii. The form of Underwriting Agreement among the Company and the Representatives of the several Underwriters named therein which is proposed to be entered into by such parties (the “Underwriting Agreement”).

In our examinations we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity to original documents and completeness of all documents submitted to us as certified or photostatic, facsimile or electronic copies and the authenticity of the originals of such certified or copied documents. We also have assumed the accuracy of a certificate of officers of the Company as to matters of fact.

We are admitted to the Bar of the State of Nevada, and in rendering our opinions hereinafter stated, we have relied on the applicable laws of the State of Nevada, as those laws presently exist and as they have been applied and interpreted by courts having jurisdiction within the State of Nevada. This opinion is limited to the laws of the State of Nevada and we express no opinion as to the laws of any other state, federal laws of the United States of America, or any other jurisdiction.

Based upon the foregoing and in reliance thereon and subject to the assumptions exceptions, qualifications and limitations set forth herein, we are of the opinion that:

The Shares have been duly authorized, and when issued and delivered against payment of the purchase price therefor in accordance with the signed definitive Underwriting Agreement, the Prospectus, and duly adopted resolutions of the board of directors or a committee thereof, will be validly issued, fully paid and nonassessable.

This opinion letter speaks as of its date. We disclaim any express or implied undertaking or obligation to advise of any subsequent change of law or fact (even though the change may affect the legal analysis or a legal conclusion in this opinion letter). This opinion letter is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly stated herein. We


Corindus Vascular Robotics, Inc.

May 26, 2015

Page 2

 

consent to the filing of this opinion letter as an exhibit to the Registration Statement and the reference to our firm under the heading “Legal Matters” in the Prospectus forming part of that Registration Statement.

Very truly yours,

s/ EMMEL & KLEGERMAN PC

cc: McDermott Will & Emery LLP