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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 Sullivan & Cromwell LLP, Special US counsel |
Exhibit 5.1
Angiotech Pharmaceuticals, Inc.,
1618 Station Street,
Vancouver, BC Canada V6A 1B6.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the “Securities Act”) 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 Business Corporations Act of British Columbia, 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 (the “Trustee”), and (b) the Guarantees (the “Guarantees”) of each of the Guarantors endorsed upon the Notes, we, as your special U.S. counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion, when the Company’s combined registration statement on Forms F-10, F-4 and S-4 relating to the Notes and the Guarantees (the “Registration Statement”) has become effective under the Securities Act, the terms of the Notes and the Guarantees and of their issuance have been duly established in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company or the Guarantors, respectively and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company and the Guarantors, respectively, and the Notes and Guarantees have been duly executed, delivered and authenticated in accordance with the Indenture and issued as contemplated in the Registration Statement, the Notes and the Guarantees will constitute valid and legally binding obligations of the Company and the Guarantors, respectively, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain factual matters on information obtained from public officials, officers of the Company and the Guarantors and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by each of the parties thereto (other than those Guarantors listed on Schedule A hereto), the Notes will be duly authorized by the Company, the Guarantees will be duly authorized by the Guarantors (other than those Guarantors listed on Schedule A hereto), that the Company and the Guarantors (other than those Guarantors listed on Schedule A hereto) have been duly organized and are existing corporations in good standing under the laws of their respective jurisdictions of organizations and that the Notes and the Guarantees will constitute valid and legally binding obligations of the Company and the Guarantors (other than those Guarantors listed on Schedule A hereto) under the laws of their respective jurisdictions of organization, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, assumptions which we have not independent verified.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of the Securities” in the prospectus forming a part of 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,
Schedule A
Afmedica, Inc. |
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American Medical Instruments Holdings, Inc. |
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American Medical Instruments, Inc. |
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Angiotech BioCoatings Corp. |
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B.G. Sulzle, Inc. |
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Manan Medical Products, Inc. |
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Medical Device Technologies, Inc. |
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NeuColl, Inc. |
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Quill Medical, Inc. |
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Surgical Specialties Corporation |
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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 | ||
3/23/06 | ||||
List all Filings |