Attached files
file | filename |
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S-1MEF - S-1MEF - Intersect ENT, Inc. | d935496ds1mef.htm |
EX-23.1 - EX-23.1 - Intersect ENT, Inc. | d935496dex231.htm |
Exhibit 5.1
Matthew B. Hemington
T: +1 650 843 5062
hemingtonmb@cooley.com
June 2, 2015
Intersect ENT, Inc.
1555 Adams Drive
Menlo Park, CA 94025
Ladies and Gentlemen:
We have acted as counsel to Intersect ENT, Inc., a Delaware corporation (the Company), and you have requested our opinion in connection with the filing 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, related to an aggregate of 669,300 shares of the Companys common stock, par value, $0.001 per share (the Shares) which includes up to 582,000 Shares to be sold by the Company (the Company Shares) and up to 87,300 Shares that may be sold by the Company pursuant to the exercise of an option to purchase additional shares granted to the underwriters (the Optional Shares). The Registration Statement incorporates by reference the Registration Statement on Form S-1 (333-204342), as amended from time to time and declared effective on June 2, 2015 (the Prior Registration Statement), including the prospectus which forms a part of such Prior Registration Statement (the Prospectus).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement, the Prior Registration Statement and related Prospectus, (b) the Companys Amended and Restated Certificate of Incorporation and Bylaws, as amended, as currently in effect, and (c) the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem 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 and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof (except we have not assumed the due execution and delivery by the Company of any such documents). 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.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Company Shares and the Optional Shares, when sold and issued as described in the Registration Statement and the related Prospectus, will be validly issued, fully paid and non-assessable.
3175 HANOVER STREET, PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM
Intersect ENT, Inc.
June 2, 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
/s/ Matthew B. Hemington |
Matthew B. Hemington |
3175 HANOVER STREET, PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM