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Document/Exhibit Description Pages Size
1: F-10 Registration Statement of a Foreign Private Issuer HTML 1.14M
(Not Effective Immediately)
2: EX-3.1 Articles of Angiotech Pharmaceuticals, Inc. HTML 331K
11: EX-3.10 Memorandum and Articles of Association HTML 195K
12: EX-3.11 Memorandum and Articles of Association HTML 180K
13: EX-3.12 Memorandum and Articles of Association HTML 180K
14: EX-3.13 Memorandum and Articles of Association HTML 180K
15: EX-3.14 Memorandum and Articles of Association HTML 180K
16: EX-3.15 Order of Amalgamation HTML 201K
17: EX-3.16 Partnership Agreement HTML 184K
18: EX-3.17 Order of Amalgamation HTML 200K
19: EX-3.18 Certificate of Merger of Afmedica, Inc. HTML 38K
20: EX-3.19 Bylaws of Afmedica, Inc. HTML 127K
3: EX-3.2 Articles of 0741693 B.C. Ltd. HTML 252K
21: EX-3.20 Certificate of Incorporation HTML 41K
22: EX-3.21 Amended and Restated Bylaws HTML 65K
23: EX-3.22 Certificate of Incorporation HTML 40K
24: EX-3.23 Bylaws of American Medical Instruments, Inc. HTML 60K
25: EX-3.24 Certificate of Incorporation HTML 95K
26: EX-3.25 Bylaws of Angiotech Biocoatings Corp. HTML 52K
27: EX-3.26 Articles of Organization HTML 32K
28: EX-3.27 Operating Agreement HTML 62K
29: EX-3.28 Amended and Restated Articles of Incorporation HTML 45K
30: EX-3.29 Bylaws of Angiotech Pharmaceuticals (Us), Inc. HTML 62K
4: EX-3.3 Articles of 0761717 B.C. Ltd. HTML 283K
31: EX-3.30 Certificate of Incorporation HTML 42K
32: EX-3.31 Bylaws of B.G. Sulzle, Inc. HTML 59K
33: EX-3.32 Articles of Organization HTML 43K
34: EX-3.33 Operating Agreement HTML 118K
35: EX-3.34 Certificate of Incorporation HTML 42K
36: EX-3.35 Bylaws of Manan Medical Products, Inc. HTML 60K
37: EX-3.36 Certificate of Incorporation HTML 40K
38: EX-3.37 Bylaws of Medical Device Technologies, Inc. HTML 59K
39: EX-3.38 Certificate of Merger HTML 38K
40: EX-3.39 Bylaws of of Neucoll, Inc. HTML 64K
5: EX-3.4 Memorandum and Articles of Association HTML 180K
41: EX-3.40 Articles of Incorporation HTML 36K
42: EX-3.41 Bylaws of Point Technologies, Inc. HTML 50K
43: EX-3.42 Certificate of Incorporation HTML 42K
44: EX-3.43 Bylaws of Surgical Specialties Corporation HTML 60K
45: EX-3.44 Certificate of Incorporation HTML 59K
46: EX-3.45 Bylaws of Quill Medical, Inc. HTML 120K
47: EX-3.46 Certificate of Incorporation HTML 43K
48: EX-3.47 Amended and Restated Bylaws HTML 61K
49: EX-3.48 Memorandum and Amended Articles of Association HTML 81K
50: EX-3.49 Memorandum & Articles of Association HTML 177K
6: EX-3.5 Memorandum and Articles of Association HTML 180K
51: EX-3.50 Memorandum & Articles of Association HTML 177K
7: EX-3.6 Memorandum and Articles of Association HTML 180K
8: EX-3.7 Memorandum and Articles of Association HTML 195K
9: EX-3.8 Memorandum and Articles of Association HTML 195K
10: EX-3.9 Memorandum and Articles of Association HTML 195K
52: EX-4.1 Indenture HTML 658K
53: EX-4.2 Supplemental Indenture HTML 42K
54: EX-5.1 Opinion of Sullivan & Cromwell LLP, Special Us HTML 34K
Counsel
55: EX-5.2 Opinion of Irwin, White & Jennings, British HTML 40K
Columbia Counsel
56: EX-5.3 Opinion of Stewart McKelvey, Nova Scotia Counsel HTML 43K
57: EX-5.4 Opinion of Lionel Sawyer & Collins, Nevada Counsel HTML 33K
58: EX-5.5 Opinion of Heller Ehrman White & McAuliffe LLP, HTML 57K
Washington Counsel
59: EX-5.6 Opinion of Faegre & Benson LLP, Colorado Counsel HTML 42K
60: EX-5.7 Opinion of McConnell Valdes, Puerto Rico Counsel HTML 41K
61: EX-5.8 Opinion of Herbert Smith LLP, England & Wales HTML 74K
62: EX-23.1 Consent of Ernst & Young LLP HTML 29K
63: EX-23.2 Consent of Pricewaterhousecoopers LLP HTML 27K
64: EX-23.3 Consent of Hughes Pittman and Gupton LLP HTML 28K
65: EX-25.1 Statement of Eligibility of the Trustee on Form HTML 67K
T-1
66: EX-99.1 Letter of Transmittal HTML 114K
67: EX-99.2 Notice of Guaranteed Delivery HTML 38K
| Opinion of McConnell Valdes, Puerto Rico counsel |
Exhibit 5.7
Final Draft
Angiotech Pharmaceuticals, Inc.
1618 Station Street
Vancouver, British Columbia
Canada, VGA 1B6
Ladies and Gentlemen:
We have acted as special Puerto Rico counsel to Surgical Specialties Puerto Rico, Inc., a corporation organized and existing under the laws of the Commonwealth of Puerto Rico (the “Puerto Rico Subsidiary Guarantor”), in connection with the registration under the Securities Act of 1933 (the “Securities Act”) on the combined registration statement (the “Registration Statement”) on Forms F-10, F-4 and S-4 of (a) $250,000,000 principal amount of 7.75% Senior Subordinated Notes due 2014 (the “Notes”) of Angiotech Pharmaceuticals, Inc., a corporation organized under the laws of Canada (the “Company”), to be issued in exchange for the Company’s outstanding 7.75% Senior Notes due 2014 pursuant to an Indenture, dated as of March 23, 2006 (the “Indenture”), among the Company, the subsidiaries of the Company party thereto (collectively, the “Guarantors”) and Wells Fargo Bank, N.A., as trustee, and (b) the guarantees of each of the Guarantors endorsed upon the Notes (the “Notations of Guarantee”).
For purposes of this opinion letter, we have reviewed the following documents:
| a. | The Indenture; and |
| b. | The Notations of Guarantee. |
The documents listed in clauses a. through b. above are collectively referred to as the “Agreements”.
We have examined the Agreements and have also examined originals, or copies certified or otherwise identified to our satisfaction, of such other documents, corporate records, instruments, and certificates as we deemed necessary or relevant for the purposes of delivering this opinion letter. In such examination, we have assumed, without independent investigation, the genuineness of the signatures of all parties and the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents
Angiotech Pharmaceuticals, Inc.
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of all documents submitted to us as certified, conformed or photostatic copies, the authenticity of the originals of such documents and that the documents submitted to us have not been amended and will not be amended at any time relevant to the opinions expressed herein.
Other than with respect to the Puerto Rico Subsidiary Guarantor, we have also assumed that the Agreements have been duly authorized, executed and delivered by the parties thereto, that each such party has been duly organized and is validly existing (and in the case of corporate entities, in good standing) under the laws of its jurisdiction of organization and that each such party has the appropriate organizational power to perform its obligations thereunder.
As to various questions of fact material to our opinions set forth below, we have made no independent investigation or inquiry, and we have relied upon and assumed the accuracy of the representations made in the Agreements and have relied upon and assumed the accuracy of certificates and statements of public officials. We have also relied upon and assumed the accuracy of reports of third parties as to the contents of the Department of State of the Commonwealth of Puerto Rico.
We have not reviewed, and express no opinion as to any instrument, opinion letter, agreement, security or other document referred to or incorporated by reference in or as an exhibit to the Agreements. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein.
Based upon the foregoing, and subject to the qualifications and limitations set forth herein, we are of the opinion that:
1. The Puerto Rico Subsidiary Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Puerto Rico.
2. The Puerto Rico Subsidiary Guarantor has the corporate power and authority to execute, deliver and perform all of its obligations under the Agreements and has taken all necessary corporate action to authorize such execution, delivery and performance.
3. The Agreements have been duly executed and delivered by the Puerto Rico Subsidiary Guarantor.
4. Insofar as the laws of the Commonwealth of Puerto Rico are concerned, the Agreements constitute valid and binding obligations of the Puerto Rico Subsidiary Guarantor.
The opinions set forth in clause 4 above are subject to the following qualifications and limitations:
i) The enforceability of the Agreements may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other laws and
Angiotech Pharmaceuticals, Inc.
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court decisions, now or hereafter in effect, relating to or affecting the rights of creditors generally, or by general principles of equity, including, without limitation, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).
ii) We express no opinion as to the validity or enforceability of provisions waiving, expressly or by implication, stated rights, defenses or rights granted by laws, causes of actions, claims or counterclaims or rights of set-off, where such waivers are or may be deemed to be against public policy or prohibited by law.
iii) Injunctive and other forms of equitable relief are subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
iv) The right to indemnification under the Agreements may be limited by (1) laws or regulations or the public policy underlying such laws or regulations and (2) laws limiting the enforceability of provisions exculpating or exempting a party from liability, or requiring indemnification of a party, for its own action or inaction, to the extent such action or inaction involves negligence, recklessness or willful or unlawful conduct.
v) We express no opinion as to the enforceability of provisions requiring that the amendment of any agreement or the waiver of any provision be only by an instrument in writing.
vi) We express no opinion as to the enforceability of any provision purporting to confer subject matter jurisdiction on any court or with respect to choice of law provisions in the Agreements.
vii) We express no opinion as to the creation or enforceability of any lien or security interest.
viii) We express no opinion as to any provisions in the Agreements insofar as they authorize any person to set-off and apply to or for its account any deposit or property of the Puerto Rico Subsidiary Guarantor at any time held by such person, to the extent that (i) the funds to be applied are not then due and payable, (ii) such person has been opportunely notified of an attachment or claim by a third party against the funds to be applied, or (iii) any such right to set-off is exercised with respect to escrow deposits, payroll accounts or other special deposit accounts which, by the express terms on which they are created, are made subject to the legal rights of a third party.
ix) We express no opinion as to the enforceability of the Agreements to the extent that they provide that the obligations of the Puerto Rico Subsidiary Guarantor are absolute and unconditional irrespective of any lack of validity or enforceability of any of the Agreements or any other circumstance.
Angiotech Pharmaceuticals, Inc.
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x) We express no opinion as to the enforceability of the Agreements on any successor or assignee of the Puerto Rico Subsidiary Guarantor which successor or assignee does not agree to be bound by such Agreements.
xi) We express no opinion as to the applicability or effect of any fraudulent conveyance, fraudulent transfer or similar law on the Agreements or the transactions thereunder, nor as to the adequacy of the consideration received by the Puerto Rico Subsidiary Guarantor in relation to the furnishing of its guaranty pursuant to the Agreements.
xii) We express no opinion as to whether the guaranty obligations of the Puerto Rico Subsidiary Guarantor under the Agreements are enforceable with respect to obligations of the Company that are not the legal, valid, binding and enforceable obligations of the Company.
We call your attention to the fact that we are admitted to practice law only in the Commonwealth of Puerto Rico and, in rendering the foregoing opinions, we do not express any opinion as to any laws other than the laws of the Commonwealth of Puerto Rico. Accordingly, we express no opinion as to (1) any laws, rules or regulations of any other jurisdiction, (2) the applicability of the laws of any other jurisdiction to the transactions contemplated hereby or the effect of such laws thereon, or (3) any requirements of any governmental body, agency or instrumentality of any other jurisdiction.
The opinions expressed herein are based upon laws in effect on the date hereof, and we assume no obligation to revise or supplement this opinion letter should any such law be changed by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ McConnell Valdés
| This ‘F-10’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 10/25/06 | 6-K, F-X | ||
| Filed on: | 10/24/06 | 6-K | ||
| 3/23/06 | ||||
| List all Filings | ||||