Attached files

file filename
EX-4.3 - EX-4.3 - Inspire Medical Systems, Inc.a2235314zex-4_3.htm
EX-23.1 - EX-23.1 - Inspire Medical Systems, Inc.a2235314zex-23_1.htm
EX-10.21 - EX-10.21 - Inspire Medical Systems, Inc.a2235314zex-10_21.htm
EX-10.19 - EX-10.19 - Inspire Medical Systems, Inc.a2235314zex-10_19.htm
EX-10.17 - EX-10.17 - Inspire Medical Systems, Inc.a2235314zex-10_17.htm
EX-10.15 - EX-10.15 - Inspire Medical Systems, Inc.a2235314zex-10_15.htm
EX-10.13 - EX-10.13 - Inspire Medical Systems, Inc.a2235314zex-10_13.htm
EX-10.12 - EX-10.12 - Inspire Medical Systems, Inc.a2235314zex-10_12.htm
EX-10.11 - EX-10.11 - Inspire Medical Systems, Inc.a2235314zex-10_11.htm
EX-4.1 - EX-4.1 - Inspire Medical Systems, Inc.a2235314zex-4_1.htm
EX-3.6 - EX-3.6 - Inspire Medical Systems, Inc.a2235314zex-3_6.htm
EX-3.5 - EX-3.5 - Inspire Medical Systems, Inc.a2235314zex-3_5.htm
EX-3.3 - EX-3.3 - Inspire Medical Systems, Inc.a2235314zex-3_3.htm
EX-1.1 - EX-1.1 - Inspire Medical Systems, Inc.a2235314zex-1_1.htm
S-1/A - S-1/A - Inspire Medical Systems, Inc.a2235314zs-1a.htm

Exhibit 5.1

 

 

 

53rd at Third

 

 

885 Third Avenue

 

New York, New York 10022-4834

 

Tel: +1.212.906.1200 Fax: +1.212.751.4864

 

www.lw.com

 

 

 

 

 

FIRM / AFFILIATE OFFICES

 

 

Beijing

Moscow

 

 

Boston

Munich

 

 

Brussels

New York

 

 

Century City

Orange County

 

 

Chicago

Paris

April 23, 2018

 

Dubai

Riyadh

 

 

Düsseldorf

Rome

 

 

Frankfurt

San Diego

 

 

Hamburg

San Francisco

 

 

Hong Kong

Seoul

 

 

Houston

Shanghai

 

 

London

Silicon Valley

 

 

Los Angeles

Singapore

 

 

Madrid

Tokyo

 

 

Milan

Washington, D.C.

 

Inspire Medical Systems, Inc.

9700 63rd Ave. N., Suite 200

Maple Grove, MN 55369

 

Re:  Registration Statement No. 333-224176; 5,750,000 shares of Common Stock, par value $0.001 per share

 

Ladies and Gentlemen:

 

We have acted as special counsel to Inspire Medical Systems, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 5,750,000 shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”).  The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on April 6, 2018 (Registration No. 333-224176) (as amended, the “Registration Statement”).  The term “Shares” shall include any additional shares of Common Stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement.  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 related 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 General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, 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 (not less than par value) in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and 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 General Corporation Law of the State of Delaware.

 

This opinion is for your benefit in connection with the Registration Statement 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 Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.”  We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares.  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

 

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