Attached files

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EX-99.3 - EX-99.3 - Natera, Inc.a18-17003_3ex99d3.htm
EX-99.2 - EX-99.2 - Natera, Inc.a18-17003_3ex99d2.htm
EX-99.1 - EX-99.1 - Natera, Inc.a18-17003_3ex99d1.htm
EX-1.1 - EX-1.1 - Natera, Inc.a18-17003_3ex1d1.htm
8-K - 8-K - Natera, Inc.a18-17003_38k.htm

Exhibit 5.1

 

 

July 12, 2018

 

Natera, Inc.

201 Industrial Road, Suite 410

San Carlos, California 94070

 

Ladies and Gentlemen:

 

You have requested our opinion with respect to certain matters in connection with the sale and issuance by Natera, Inc., a Delaware corporation (the “Company”), of up to an aggregate of 5,175,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”) (including up to 675,000 shares that may be sold pursuant to the exercise of an option to purchase additional shares), pursuant to the Registration Statement on Form S-3 (File No. 333-214577) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), which went effective on November 28, 2016, and the related prospectus dated November 28, 2016 included in the Registration Statement (the “Base Prospectus”), the preliminary prospectus supplement filed with the Commission on July 10, 2018 pursuant to Rule 424(b) promulgated under the Act (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), and an Underwriting Agreement dated July 12, 2018 between J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Cowen and Company, LLC as representatives of the several underwriters named in the underwriting agreement, and the Company (the “Underwriting Agreement”).

 

In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect, and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. With your consent, we have relied upon certificates and other assurances of officers of the Company as to factual matters without having independently verified such factual matters. 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 and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

 

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. Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion herein is expressed solely with respect to the federal laws of the United States and the General Corporation Law of the State of Delaware (the “DGCL”). Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. 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.

 

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 (not less than par value) 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.

 

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to a Current Report of the Company on Form 8-K. 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.

 

 

Sincerely,

 

 

 

/s/Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

 

 

 

 

GUNDERSON DETTMER STOUGH

 

 

VILLENEUVE FRANKLIN & HACHIGIAN, LLP