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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 Faegre & Benson LLP, Colorado counsel |
Exhibit 5.6
Angiotech Pharmaceuticals, Inc.
1618 Station Street,
Vancouver, BC Canada V6A 1B6
Ladies and Gentlemen:
We have acted as special counsel in the State of Colorado to Point Technologies, Inc., a Colorado corporation (the “Company”), in connection with the combined registration statement on Forms F-10, F-4 and S-4 (the “Registration Statement”) of Angiotech Pharmaceuticals, Inc, a corporation organized under the Business Corporations Act of British Columbia, Canada (“Angiotech”), filed under the Securities Act of 1933, as amended, (the “Securities Act”) of (a) $250,000,000 principal amount of 7.75% Senior Subordinated Notes due 2014 (the “Exchange Notes”) of Angiotech, to be issued in exchange for Angiotech’s outstanding 7.75% Senior Notes due 2014 pursuant to an Indenture, dated as of March 23, 2006 (the “Indenture”), among Angiotech, the subsidiaries of Angiotech named therein, including the Company, (collectively, the “Guarantors”) and Wells Fargo Bank, N.A., as trustee and (b) the guarantees of each of the Guarantors endorsed upon the Exchange Notes.
In our capacity as such special counsel, we have examined originals or copies of those corporate and other records and documents we considered appropriate, including the following:
| (i) | Certificate of Good Standing issued by the Colorado Secretary of State for the Company dated October 23, 2006 (the “Colorado Good Standing”); |
| (ii) | the Articles of Incorporation of the Company as filed with the Colorado Secretary of State with an effective date of February 1, 1998; |
| (iii) | the Bylaws of the Company, certified as being the current bylaws of the Company by a certificate of an officer of the Company dated October 24, 2006; |
| (iv) | the resolutions of the Board of Directors of the Company dated as of March 23, 2006 (the “Board Resolutions”); |
(the documents listed in (i) through (iv) are referred to herein as the “Constituent Documents”)
| (v) | the Indenture; |
| (vi) | the form of Notation of Guarantee of the Exchange Notes (the “Guarantee”); and |
| (vii) | the Registration Statement in the form delivered to us via email on October 23, 2006 at 12:08 p.m. Mountain time. |
(the documents listed in (v) through (vii) are referred to herein as the “Transaction Documents”)
We have also examined such other agreements, instruments and documents and such questions of law and fact as we have deemed necessary or appropriate to enable us to render the opinions expressed below. In establishing certain facts material to our opinions, we have relied upon certificates of public officials, the assumptions set forth in the next succeeding paragraphs and upon certificates of officers of the Company, reasonably believed by us to be appropriate sources of information, as to the accuracy of factual matters, in each case without independent verification thereof. While we have not conducted any independent verification of facts upon which our opinions are based, we confirm that we do not have any knowledge which has caused us to conclude that our reliance cited above is unwarranted. The term “knowledge” wherever it is used in this letter with respect to our firm means the actual knowledge of the existence or absence of such facts at the date of this opinion of Faegre & Benson LLP lawyers who have represented the Company in connection with the preparation of this legal opinion.
In rendering the opinions expressed below, we have, with your consent, assumed that each document submitted to us for review is accurate and complete, the signatures of persons signing all documents in connection with which this opinion is rendered are genuine, all documents submitted to us as originals or duplicate originals are authentic and all documents submitted to us as copies, whether certified or not, conform to authentic original documents.
Based upon the foregoing and subject to the foregoing and to the further qualifications and limitations stated herein, we are of the opinion that:
1. The Company is a validly existing corporation and is in good standing under the laws of Colorado.
2. The Company has requisite corporate power and authority to execute, deliver and perform its obligations under the Indenture and Guarantee under the laws of Colorado.
3. The execution, delivery and performance of the Indenture and the Company’s Guarantee by the Company have been duly authorized by all necessary corporate action by the Company.
4. When the Registration Statement has become effective under the Securities Act and the Company’s Guarantee is executed and delivered by an authorized representative of the Company, the Guarantee will be validly executed and delivered.
5. If the Indenture and Guarantee are valid and binding obligations of the Company under the laws that govern such documents, then the Indenture and Guarantee are valid and binding obligations of the Company under the laws of Colorado.
2
The opinions as expressed herein are subject to the following qualifications, assumptions, exceptions and limitations:
A. Our opinions in paragraphs 1, 2, and 3 are based solely on our review of the Constituent Documents, and on the assumption that the Board of Directors of the Company, as reflected on the Board Resolutions, are the validly elected and sitting members of the Board of Directors of the Company, authorized to act in accordance with the Articles of Incorporation and Bylaws of the Company on behalf of, and to bind, the Company.
B. Limitations may be imposed by general principles of equity upon the availability of equitable remedies or the enforcement of provisions of the Company’s Guarantee and the effect of judicial decisions which have held that certain provisions are unenforceable where their enforcement would violate the implied covenant of good faith and fair dealing or would be unconscionable or commercially unreasonable.
C. We have not reviewed and do not opine as to (i) local laws (such as the laws of cities, counties, municipalities and the like), (ii) Federal or state securities laws, rules or regulations, (iii) non-U.S. laws, (iv) the effect of Federal or state antitrust laws, or other Federal or state laws governing restraints of trade or unfair competition., or (v) the effect of the Employee Retirement Income Security Act of 1974, as amended, and rules and regulations promulgated thereunder.
D. We express no opinion as to the enforceability of any provisions in any of the Transaction Documents.
E. We have assumed that each party to the Transaction Documents, including the Company in connection with the Company’s Guarantee, received value in connection with the subject transactions.
F We express no opinion as to the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination.
G. Provisions in the Transaction Documents purporting to preclude oral modifications or waivers are, themselves, subject to oral modification or waiver.
H. We have relied, without investigation, on the following assumptions: (i) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, and ii) there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Transaction Documents.
In rendering the opinions set forth herein, we have assumed (i) that the Transaction Documents to which any Person other than the Company is a party have been duly authorized, executed and delivered by such other Person and that each such other Person has the power and
3
authority to enter into and perform the Transaction Documents and (ii) that the Transaction Documents are valid and binding upon each party thereto other than the Company.
This opinion is limited to the laws of the State of Colorado and the Federal laws of the United States of America. We note that certain of the Transaction Documents are governed by the laws of the State of New York, of which we express no opinion. For purposes of the opinion set forth in paragraph 3 we have assumed, with your consent and without independent inquiry, that the laws of the State of Colorado are identical to the laws of the State of New York in all respects material to this opinion.
We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.
| Very truly yours,
| ||
| FAEGRE & BENSON LLP
| ||
| By: | ||
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| This ‘F-10’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 10/25/06 | 6-K, F-X | ||
| Filed on: | 10/24/06 | 6-K | ||
| 10/23/06 | ||||
| 3/23/06 | ||||
| 2/1/98 | ||||
| List all Filings | ||||