Attached files

file filename
EX-23.1 - EX-23.1 - MANNKIND CORPd420467dex231.htm
S-1 - FORM S-1 - MANNKIND CORPd420467ds1.htm

Exhibit 5.1

 

LOGO

Sean M. Clayton

+1 858 550 6034

sclayton@cooley.com

June 30, 2017

MannKind Corporation

25134 Rye Canyon Loop, Suite 300

Valencia, CA 91355

Ladies and Gentlemen:

You have requested our opinion, as counsel to MannKind Corporation, a Delaware corporation (the “Company”), with respect to certain matters in connection with the sale by the Company of up to an aggregate of 9,708,737 shares (the “Shares”) of the Company’s common stock, par value $0.01 (“Common Stock”), issuable upon the exercise of certain warrants to purchase Common Stock, including up to 7,281,553 shares issuable upon the exercise of Series A Common Stock Warrants (the “Series A Warrants”) and up to 2,427,184 shares issuable upon the exercise of Series B Common Stock Warrants (the “Series B Warrants”). The Series A Warrants and Series B Warrants are collectively referred to herein as the “Warrants.” The Shares are issuable upon the exercise of the Warrants, pursuant to the Registration Statement on Form S-1 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act), including the related prospectus included within the Registration Statement (the “Prospectus”), pursuant to Rule 424(b) promulgated under the Act. All of the Shares are to be sold by the Company as described in the Prospectus.

In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus, the Warrants, the Company’s Amended and Restated Certificate of Incorporation, as amended, its Amended and Restated Bylaws, and 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 thereof.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.

We express no opinion to the extent that, notwithstanding its current reservation of shares of Common Stock, future issuances of securities of the Company and/or adjustments to outstanding securities, including the Warrants, of the Company may cause the Warrants to be exercisable for more shares of Common Stock than the number that remains authorized but unissued. Further, we have assumed the Exercise Price (as defined in the Warrants) will not be adjusted to an amount below the par value per share of the Common Stock.

 

4401 EASTGATE MALL, SAN DIEGO, CA 92121    T: (858) 550-6000    F: (858) 550-6420    WWW.COOLEY.COM


LOGO

MannKind Corporation

June 30, 2017

Page Two

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable.

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement.

 

Very truly yours,
Cooley LLP
By:   /s/ Sean M. Clayton
       Sean M. Clayton

 

4401 EASTGATE MALL, SAN DIEGO, CA 92121    T: (858) 550-6000    F: (858) 550-6420    WWW.COOLEY.COM