Attached files
| file | filename |
|---|---|
| EX-23.1 - EXHIBIT 23.1 - Evolus, Inc. | exhibit231s-1.htm |
| EX-10.31 - EXHIBIT 10.31 - Evolus, Inc. | exhibit1031s-1.htm |
| EX-10.30 - EXHIBIT 10.30 - Evolus, Inc. | exhibit1030s-1.htm |
| EX-10.29 - EXHIBIT 10.29 - Evolus, Inc. | exhibit1029s-1.htm |
| EX-10.28 - EXHIBIT 10.28 - Evolus, Inc. | exhibit1028s-1.htm |
| EX-1.1 - EXHIBIT 1.1 - Evolus, Inc. | exhibit11s-1.htm |
| S-1 - S-1 - Evolus, Inc. | evoluss-1.htm |
Exhibit 5.1
 | K&L GATES LLP 1 PARK PLAZA TWELFTH FLOOR IRVINE, CA 92614 T 949.253.0900 F 949.253.0902 klgates.com | |
July 16, 2018
Evolus, Inc.
17901 Von Karman Avenue, Suite 150
Irvine, California 92614
Ladies and Gentlemen:
We have acted as counsel to Evolus, Inc., a Delaware corporation (the “Company”), in connection with 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 “Securities Act”) on the date hereof, for the registration of 5,750,000 shares of the Company’s Common Stock, par value $0.00001 per share, of which up to 3,250,000 shares (which includes up to 750,000 shares that may be subject to the underwriters’ option to purchase additional shares to cover over-allotments, if any) (the “Company Shares”) are being offered by the Company and up to 3,250,000 shares (which includes up to 750,000 shares that may be subject to the underwriters’ option to purchase additional shares to cover over-allotments, if any) (the “Selling Stockholder Shares” and, together with the Company Shares, the “Shares”) are being offered by a certain selling stockholder of the Company identified in the prospectus included in the Registration Statement. This opinion is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
You have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of rendering that opinion, we have examined: (i) the Registration Statement, (ii) the prospectus included in the Registration Statement filed with the Commission on the date hereof, (iii) the Amended and Restated Certificate of Incorporation of the Company and Amended and Restated Bylaws of the Company, each of which has been incorporated by reference as an exhibit to the Registration Statement, and (iv) the records of corporate actions of the Company relating to the Registration Statement and the authorization for issuance and sale of the Shares, and matters in connection therewith. We have also made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on a certificate of an officer of the Company. In rendering our opinion, we have also made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
Our opinion set forth below is limited to the Delaware General Corporation Law.
Based upon and subject to the foregoing, it is our opinion that: (i) the Company Shares are duly authorized for issuance by the Company and, when issued and paid for as contemplated by the form of underwriting agreement filed as an exhibit to the Registration Statement, will be validly issued, fully paid and nonassessable, and (ii) the Selling Stockholder Shares are validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm in the Registration Statement under the caption “Legal Matters.” In giving our consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Yours truly,
/s/ K&L Gates LLP
K&L Gates LLP