Attached files

file filename
EX-99.1 - EXHIBIT 99.1 - Quanterix Corptm2026673d3_ex99-1.htm
EX-1.1 - EXHIBIT 1.1 - Quanterix Corptm2026673d3_ex1-1.htm
8-K - FORM 8-K - Quanterix Corptm2026673-3_8k.htm

 

Exhibit 5.1

 

   

One Financial Center

Boston, MA 02111

617 542 6000

mintz.com

 

August 6, 2020

 

Quanterix Corporation

900 Middlesex Turnpike

Billerica, MA 01821

 

Ladies and Gentlemen:

 

We have acted as legal counsel to Quanterix Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Prospectus Supplement, dated August 6, 2020 (the “Prospectus Supplement”), to a Registration Statement (File No. 333-230399) on Form S-3 (the “Registration Statement”), filed by the Company with the Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Prospectus Supplement relates to the sale of an aggregate of 3,048,774 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), including 397,666 shares that may be sold pursuant to the underwriters’ option to purchase additional shares, under the Registration Statement and a Registration Statement (File No. 333-241799) on Form S-3 filed by the Company with the Commission pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement”), to SVB Leerink LLC and Cowen and Company, LLC, as representatives of the underwriters (the “Underwriters”), pursuant to an Underwriting Agreement dated August 6, 2020 between the Company and the Underwriters (the “Underwriting Agreement”). The Underwriting Agreement will be filed as an exhibit to a Current Report on Form 8-K. This opinion is being rendered in connection with the filing of the Prospectus Supplement with the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

 

In connection with this opinion, we have examined the Company’s Amended and Restated Certificate of Incorporation and Restated Bylaws, each as currently in effect, the Registration Statement and the exhibits thereto, the 462(b) Registration Statement and the exhibits thereto, the Prospectus Supplement and the Underwriting Agreement and such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant.

 

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such copies, and the truth and correctness of any representations and warranties contained therein.

  

Our opinion expressed herein is limited to the General Corporation Law of the State of Delaware and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

 

 

Boston       London       Los Angeles       New York       San Diego       San Francisco      Washington

 

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

 

 

 

MINTZ

 

August 6, 2020

Page 2

 

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

 

Based upon the foregoing, we are of the opinion that the Shares, when issued and sold in accordance with the Underwriting Agreement and the Prospectus Supplement, will be validly issued, fully paid and non-assessable.

 

We understand that you wish to file this opinion with the Commission as an exhibit to a Current Report on Form 8-K for incorporation by reference into the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act and to reference the firm’s name under the caption “Legal Matters” in the Prospectus Supplement, and we hereby consent thereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

  

  Very truly yours,
   
  /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
   
  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.