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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/29/14 Amedica Corp S-1/A 22:4.2M RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: S-1/A Form S-1/A Amendment #3 HTML 1.94M 2: EX-1.1 Underwriting Agreement HTML 166K 3: EX-3.1.1 Articles of Incorporation/Organization or By-Laws HTML 25K 4: EX-3.1.2 Articles of Incorporation/Organization or By-Laws HTML 16K 5: EX-3.1.3 Articles of Incorporation/Organization or By-Laws HTML 16K 6: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 41K 7: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 100K 8: EX-4.1 Instrument Defining the Rights of Security Holders HTML 19K 10: EX-4.17.1 Instrument Defining the Rights of Security Holders HTML 16K 11: EX-4.21 Instrument Defining the Rights of Security Holders HTML 16K 9: EX-4.9 Instrument Defining the Rights of Security Holders HTML 42K 12: EX-5.1 Opinion re: Legality HTML 17K 17: EX-10.13.1 Material Contract HTML 45K 18: EX-10.15 Material Contract HTML 92K 19: EX-10.16 Material Contract HTML 89K 20: EX-10.17 Material Contract HTML 42K 13: EX-10.4.1 Material Contract HTML 26K 14: EX-10.4.2 Material Contract HTML 25K 15: EX-10.7 Material Contract HTML 50K 16: EX-10.8 Material Contract HTML 58K 21: EX-23.1 Consent of Experts or Counsel HTML 9K 22: EX-24.2 Power of Attorney HTML 11K
| EX-5.1 |
Exhibit 5.1
|
One Financial Center 617-542-6000 617-542-2241 fax |
Amedica Corporation
1885 West 2100 South
Ladies and Gentlemen:
We have acted as legal counsel to Amedica Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement (No. 333-192232) on Form S-1 (the “Registration Statement”), pursuant to which the Company is registering the offering for sale under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 3,659,091 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), including 477,273 shares subject to the underwriters’ option to purchase additional shares. The Shares are to be sold by the Company pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into by and among the Company and JMP Securities LLC, as representative of the several underwriters to be named therein. The form of the Underwriting Agreement has been filed as Exhibit 1.1 to the Registration Statement. This opinion is being rendered in connection with the filing of the Registration Statement 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 Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws, each as currently in effect, and the form of the Underwriting Agreement; such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant; and the Registration Statement and the exhibits thereto.
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 certified or photostatic copies and the authenticity of the originals of such copies.
Our opinion 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.
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.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
BOSTON | LONDON | LOS ANGELES | NEW YORK | SAN DIEGO | SAN FRANCISCO | STAMFORD | WASHINGTON
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
Page 2
Based upon the foregoing, we are of the opinion that the Shares, when issued and sold in accordance with the form of the Underwriting Agreement most recently filed as an exhibit to the Registration Statement and the prospectus that forms a part of the Registration Statement, 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 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 which forms part of the Registration Statement, 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. |
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/29/14 | None on these Dates | ||
| 1/28/14 | ||||
| List all Filings | ||||