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As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/12/16 Alphatec Holdings, Inc. S-8 12/12/16 4:87K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration of Securities to be Offered to HTML 49K
Employees Pursuant to an Employee
Benefit Plan
2: EX-5.1 Opinion re: Legality HTML 11K
3: EX-10.2 Material Contract HTML 7K
4: EX-23.1 Consent of Experts or Counsel HTML 5K
| EX-5.1 |
Exhibit 5.1
|
12670 High Bluff Drive Tel: +1.858.523.5400 Fax: +1.858.523.5450
FIRM / AFFILIATE OFFICES | |||
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Alphatec Holdings, Inc.
5818 El Camino Real
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as special counsel to Alphatec Holdings, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of an aggregate of 600,000 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), pursuant to the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan (as amended, the “Plan”). The Shares are included in a registration statement on Form S–8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on December 12, 2016 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein only as to the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by
Page 2
the Plan, assuming in each case that the individual grants or awards under the Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing 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 Act or the rules and regulations of the Commission thereunder.
Very truly yours,
| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 12/12/16 | None on these Dates | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Alphatec Holdings, Inc. S-8 2/28/24 5:210K Donnelley … Solutions/FA 2/27/24 Alphatec Holdings, Inc. 10-K 12/31/23 107:16M Donnelley … Solutions/FA 2/28/23 Alphatec Holdings, Inc. 10-K 12/31/22 108:19M Donnelley … Solutions/FA 3/02/22 Alphatec Holdings, Inc. 10-K 12/31/21 106:18M ActiveDisclosure/FA 3/05/21 Alphatec Holdings, Inc. 10-K 12/31/20 91:16M ActiveDisclosure/FA |