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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 Irwin, White & Jennings, British Columbia counsel |
EXHIBIT 5.2
Angiotech Pharmaceuticals, Inc.
Dear Sirs/Mesdames:
Issue of 7.750% Senior Subordinated Notes by Angiotech Pharmaceuticals, Inc.
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 laws of Canada (the “Issuer”), to be issued in exchange for the Issuer’s outstanding 7.75% Senior Notes due 2014 pursuant to an Indenture, dated as of March 23, 2006 (the “Indenture”), as amended, among the Issuer, the subsidiaries of the Issuer 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, have acted as special British Columbia counsel to the Issuer, 0741693 B.C. Ltd. (“074”), Angiotech Investment Partnership (“AIP”), and 0761717 B.C. Ltd. (“076”, and together with AIP and 074 , the “B.C. Subsidiaries”).
A. Documentation
As special British Columbia counsel to the Issuer and the B.C. Subsidiaries we have reviewed:
| (a) | the Notes; |
| (b) | the Indenture; |
| (c) | the Guarantees; |
| (d) | the registration rights agreement, dated as of March 23, 2006, between the Issuer, the Guarantors and the Initial Purchasers (the “Registration Rights Agreement”); |
| (e) | the form of exchange notes to be issued pursuant to the Registration Rights Agreement (the “Exchange Notes”); and |
| (f) | the form of exchange guarantees to be entered into pursuant to the Registration Rights Agreement (the “Exchange Guarantees”). |
B. Jurisdiction
We are solicitors qualified to practise law in the Province of British Columbia and we express no opinion as to any laws or any matters governed by any laws other than the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
C. Scope of Examinations
In connection with the opinions expressed herein, we have considered the questions of law and examined the public and corporate records, certificates and other documents and conducted the other examinations that we have considered necessary.
D. Assumptions and Reliances
We have assumed the legal capacity of all individuals, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies.
In expressing the opinions in paragraphs 1, 2 and 3 as to the existence and good standing of the Issuer, 074 and 076, respectively, we have relied upon certificates of good standing dated October 24, 2006, issued by the Registrar of Companies, copies of which have been delivered to you.
We have also relied, as to certain factual matters, upon certificates of an officer of each of the Issuer, 074 and 076, as well as a certificate of a partner of AIP, all dated as of the date of this opinion. Copies of such certificates have been delivered to you.
E. Opinions
Subject to the assumptions, qualifications and limitations which are expressed in this opinion, we are of the opinion that:
| 1. | the Issuer has been duly incorporated under the Business Corporations Act (British Columbia) and is, with respect to the records of the office of the Registrar of Companies, validly existing and in good standing with respect to the filing of annual returns. The Issuer has all necessary corporate power and capacity to enter into and perform all of its obligations under the Indenture; |
| 2. | 074 has been duly incorporated under the Business Corporations Act (British Columbia) and is, with respect to the records of the office of the Registrar of Companies, validly existing and in good standing with respect to the filing of annual returns. 074 has all necessary corporate power and capacity to perform all of its obligations under the Indenture; |
| 3. | 076 has been duly incorporated under the Business Corporations Act (British Columbia) and is, with respect to the records of the office of the Registrar of Companies, validly existing and in good standing with respect to the filing of annual returns. 076 has all necessary corporate power and capacity to perform all of its obligations under the Indenture; |
| 4. | AIP has been duly created under the Partnership Act (British Columbia), is validly existing and has all necessary partnership power and capacity to perform all of its obligations under the Indenture; |
| 5. | each of the Issuer and the B.C. Subsidiaries have the requisite power and have taken all action necessary to authorize, execute, deliver, and perform their obligations under the Indenture, the Notes and the Guarantees; |
| 6. | when executed, the Exchange Notes will be duly and validly authorized and executed by the Issuer; |
| 7. | when executed, the Exchange Guarantees will be duly and validly authorized and executed by each of the B.C. Subsidiaries; |
| 8. | solely insofar as the laws of the Province of British Columbia and the country of Canada are applicable and, without limiting any qualifications stated elsewhere in this opinion, without regard to the determination of such matters under the laws of any other jurisdiction, the Indenture, the Exchange Notes and the Exchange Guarantees will constitute valid and binding obligations of |
2
the Issuer and the B.C. Subsidiaries when the Issuer’s combined registration statement on Forms F-10, F-4 and S-4 relating to the Exchange Notes and the Exchange Guarantees (the “Registration Statement”) has become effective under the Securities Act of 1933;
| 9. | solely insofar as the laws of the Province of British Columbia and the country of Canada are applicable and, without limiting any qualifications stated elsewhere in this opinion, without regard to the determination of such matters under the laws of any other jurisdiction, the terms of the Exchange Notes and the Exchange 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 Issuer 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 Issuer and the Guarantors, respectively; and |
| 10. | solely insofar as the laws of the Province of British Columbia and the country of Canada are applicable and, without limiting any qualifications stated elsewhere in this opinion, without regard to the determination of such matters under the laws of any other jurisdiction, the Exchange Notes and Exchange Guarantees have been duly executed, delivered and authenticated in accordance with the Indenture and issued as contemplated in the Registration Statement. |
We hereby consent to the filing of this opinion 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 of 1933.
Yours truly,
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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 | ||||