Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Valeritas Holdings Inc. | a8-k12618.htm |
| EX-1.1 - EXHIBIT 1.1 - Valeritas Holdings Inc. | exhibit11.htm |
Exhibit 5.1
January 26, 2018
Valeritas Holdings, Inc.
750 Route 202, Suite 600
Bridgewater, NJ 08807
RE: Valeritas Holdings, Inc. Registration Statement on Form S-3 (File No. 333-220799)
Ladies and Gentlemen:
We have acted as counsel to Valeritas Holdings, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company from time to time of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), having an aggregate offering price of up to $2,718,461 (the “Placement Shares”), pursuant to the Registration Statement on Form S-3 (File No. 333-220799), originally filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), on October 4, 2017, which was declared effective by the SEC on December 15, 2017 (the “Registration Statement”), the related base prospectus, dated December 8, 2017 (the “Base Prospectus”), and the prospectus supplement, dated January 26, 2018 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”), filed with the SEC pursuant to Rule 424(b) under the Act, and a sales agreement dated January 26, 2018 by and between the Company and B. Riley FBR, Inc., as sales agent (the “Sales Agreement”).
In connection with this opinion letter, we have examined the Registration Statement, the Prospectus, the Sales Agreement, and originals, or copies certified or otherwise identified to our satisfaction, of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Placement Shares have been duly authorized by the Company and, when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Sales Agreement, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to Delaware General Corporation Law.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP