Attached files
Exhibit 5.1
McCarthy Tétrault LLP Suite 1300, 777 Dunsmuir Street P.O. Box 10424, Pacific Centre Vancouver BC V7Y 1K2 Canada Tel: 604-643-7100 Fax: 604-643-7900 |
October 6, 2014
Xenon Pharmaceuticals Inc.
200 3650 Gilmore Way
Burnaby, BC V5G 4W8
Canada
Dear Sirs/Mesdames:
Re: | Registration Statement on Form S-1 of Xenon Pharmaceuticals Inc. |
We have acted as Canadian counsel to Xenon Pharmaceuticals Inc. (the Company), a corporation continued under the federal laws of Canada, in connection with the Registration Statement on Form S-1 (Registration No. 333-198666), as amended (the Registration Statement), filed by the Company with the Securities and Exchange Commission (the SEC) relating to the registration under the Securities Act of 1933, as amended, of 4,600,000 common shares of the Company (the Shares), all of which (including up to 600,000 common shares of the Company issuable upon the exercise of an over-allotment option granted by the Company to the underwriters) will be issued and sold by the Company. We understand that the Shares are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement, substantially in the form filed as an exhibit to the Registration Statement, to be entered into by and among the Company and the underwriters (the Underwriting Agreement).
In connection with giving this opinion, we have examined the Registration Statement (including exhibits thereto). We have also examined originals, certified or otherwise identified to our satisfaction, of such public and corporate records, certificates, instruments and other documents as we have considered necessary in order to express the opinion set out below. With respect to the accuracy of factual matters material to this opinion, we have relied upon certificates or comparable documents and representations of public officials and of officers and representatives of the Company.
In giving this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies, certified or otherwise identified to our satisfaction. We have also considered such questions of law as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed.
The opinion expressed herein is limited to matters governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.
Based and relying upon and subject to the foregoing, we are of the opinion that the Shares to be issued and sold by the Company have been duly authorized and, when the Shares are issued and paid for in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable shares in the capital of the Company.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption Legal Matters in the prospectus forming part of the Registration Statement.
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This opinion is effective as at the date hereof and is based upon laws in effect and facts in existence as at the date hereof. We express no opinion as to the effect of future laws or judicial decisions on the subject matter hereof, nor do we undertake any duty to modify this opinion to reflect subsequent facts or developments concerning the Company or developments in the law occurring after the date hereof.
Yours very truly,
/s/ McCarthy Tétrault LLP