Attached files
file | filename |
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8-K - 8-K - MEDICINOVA INC | d82697d8k.htm |
EX-1.1 - EX-1.1 - MEDICINOVA INC | d82697dex11.htm |
EX-99.1 - EX-99.1 - MEDICINOVA INC | d82697dex991.htm |
EX-99.2 - EX-99.2 - MEDICINOVA INC | d82697dex992.htm |
Exhibit 5.1
Pillsbury Winthrop Shaw Pittman LLP
12255 El Camino Real, Suite 300 | San Diego, CA 92130-4088 | tel 619.234.5000 | fax 858.509.4010
August 18, 2015
MediciNova, Inc.
4275 Executive Square, Suite 650
La Jolla, California 92037
Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We are acting as counsel for MediciNova, Inc., a Delaware corporation (the Company), in connection with the issuance and sale of up to 5,750,000 shares (the Shares) of common stock, $0.001 par value per share (the Common Stock), of the Company, all of which are authorized but heretofore unissued shares to be offered and sold by the Company (including 750,000 Shares subject to the underwriters over-allotment option), pursuant to the Registration Statement on Form S-3 (Registration No. 333-185022) (the Registration Statement), filed by the Company with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933 (the Act), and related prospectus, dated December 3, 2012, as supplemented by the prospectus supplement dated August 18, 2015, relating to the offer and sale of the Shares (as so supplemented, the Prospectus).
We have reviewed and are familiar with such documents, corporate proceedings and other matters as we have considered relevant or necessary as a basis for the opinions in this letter. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold by the Company in the manner described in the Registration Statement and the Prospectus and in accordance with the resolutions adopted by the Board of Directors of the Company, will be validly issued, fully paid and nonassessable. The opinions set forth in this letter are limited to the General Corporation Law of the State of Delaware, as in effect on the date hereof.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Companys Current Report on Form 8-K filed by the Company with the Commission and the incorporation thereof in the Registration Statement and to the use of our name under the caption Legal Matters in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Pillsbury Winthrop Shaw Pittman LLP