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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/13/12 Organovo Holdings, Inc. S-1 30:4.1M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: S-1 Registration Statement (General Form) HTML 1.42M 2: EX-5.1 Opinion of Dla Piper LLP HTML 15K 3: EX-23.1 Consent of Independent Registered Public HTML 11K Accounting Firm 19: R1 Document And Entity Information HTML 24K 14: R2 Balance Sheets HTML 100K 17: R3 Balance Sheets (Parenthetical) HTML 24K 21: R4 Statements Of Operations HTML 70K 28: R5 Statements Of Stockholders' Deficit HTML 100K 15: R6 Statements Of Cash Flows HTML 156K 16: R7 Summary Of Significant Accounting Policies HTML 112K 13: R8 Fixed Assets HTML 26K 10: R9 Accrued Expenses HTML 20K 29: R10 Derivative Liability HTML 47K 23: R11 Convertible Notes Payable HTML 41K 22: R12 Stockholders' Equity HTML 98K 25: R13 Income Taxes HTML 31K 26: R14 Licensing Agreements And Research Contracts HTML 29K 24: R15 Related Party Transactions HTML 20K 27: R16 Commitments And Contingencies HTML 29K 18: R17 Concentrations HTML 21K 20: R18 Subsequent Events HTML 30K 30: XML IDEA XML File -- Filing Summary XML 41K 11: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 373K 4: EX-101.INS XBRL Instance -- onvo-20120331 XML 573K 6: EX-101.CAL XBRL Calculations -- onvo-20120331_cal XML 99K 7: EX-101.DEF XBRL Definitions -- onvo-20120331_def XML 47K 8: EX-101.LAB XBRL Labels -- onvo-20120331_lab XML 401K 9: EX-101.PRE XBRL Presentations -- onvo-20120331_pre XML 225K 5: EX-101.SCH XBRL Schema -- onvo-20120331 XSD 54K 12: ZIP XBRL Zipped Folder -- 0001193125-12-269648-xbrl Zip 69K
Opinion of DLA Piper LLP |
EXHIBIT 5.1 | ||
DLA Piper LLP (US) | ||
4365 Executive Drive, Suite 1100 | ||
San Diego, California 92121 | ||
www.dlapiper.com | ||
T 858.677.1400 | ||
F 858.677.1401 |
Organovo Holdings, Inc.
5871 Oberlin Drive, Suite 150,
Re: | Registration Statement on Form S-1 |
Relating to 31,995,974 Shares of Common Stock |
Ladies and Gentlemen:
We have acted as counsel to Organovo Holdings, Inc., a Delaware corporation (the “Company”), in connection with the filing on the date hereof of a registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of up to 31,995,974 shares (including 16,747,987 shares that may be acquired upon exercise of certain warrants) of the Company’s common stock, par value $0.001 per share (the “Shares”), that the Registration Statement contemplates will be sold by certain selling security holders.
We have examined all instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. We express no opinion concerning any law other than the corporation law of the State of Delaware and the federal law of the United States.
Based upon and subject to the foregoing, we are of the opinion that the Shares that are being offered by the selling security holders have been duly authorized and are, or upon proper exercise of the warrants in accordance with their terms, will be, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to us under the caption “Interest of Named Experts and Counsel” in the prospectus included in the Registration Statement. 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 Securities and Exchange Commission promulgated thereunder.
This opinion letter is given to you solely for use in connection with the registration for resale of the Shares in accordance with the prospectus included in the Registration Statement and is not to be relied upon for any other purpose. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares or the Registration Statement.
Very truly yours,
DLA Piper LLP (US)
This ‘S-1’ Filing | Date | Other Filings | ||
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Filed on: | 6/13/12 | None on these Dates | ||
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