Attached files

file filename
8-K - FORM 8-K - ARDELYX, INC.d33552d8k.htm
EX-1.1 - EX-1.1 - ARDELYX, INC.d33552dex11.htm

Exhibit 5.1

 

     

140 Scott Drive

Menlo Park, California 94025

Tel: +1.650.328.4600  Fax: +1.650.463.2600

www.lw.com

LOGO    FIRM / AFFILIATE OFFICES   
      Abu Dhabi       Milan   
      Barcelona       Moscow   
      Beijing       Munich   
      Boston       New Jersey   
      Brussels       New York   
January 13, 2016       Century City       Orange County   
      Chicago       Paris   
      Dubai       Riyadh   
      Düsseldorf       Rome   
      Frankfurt       San Diego   
      Hamburg       San Francisco   
      Hong Kong       Shanghai   
      Houston       Silicon Valley   
      London       Singapore   
      Los Angeles       Tokyo   
Ardelyx, Inc.       Madrid       Washington, D.C.   

34175 Ardenwood Blvd.

Fremont, California 94555

 

  Re: Form S-3 Registration Statement File No. 333-205631

Public Offering of up to 8,625,000 Shares of Common Stock

of Ardelyx, Inc.

Ladies and Gentlemen:

We have acted as special counsel to Ardelyx, Inc., a Delaware corporation (the “Company”), in connection with the issuance of up to 8,625,000 shares of common stock, $0.0001 par value per share (the “Shares”). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on July 13, 2015 (Registration No. 333-205631) (as amended, the “Registration Statement”), a base prospectus dated July 20, 2015 (the “Base Prospectus”) and a prospectus supplement dated January 7, 2016 (together with the Base Prospectus, the “Prospectus”), and an underwriting agreement dated January 7, 2016 among Citigroup Global Markets Inc. and Leerink Partners LLC, as representatives of the several underwriters named in the underwriting agreement, and the Company (the “Underwriting Agreement”).

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.


January 13, 2016

Page 2

 

LOGO

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Shares have been duly authorized by all necessary corporate action of the Company, and, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor in the circumstances contemplated by the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and the Prospectus and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on January 13, 2016 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP