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EXHIBIT 5.1 |
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Artes Medical, Inc. Registration Statement on Form S-1 for up to 5,290,000 Shares of
Common Stock |
Ladies and Gentlemen:
We have acted as counsel to Artes Medical, Inc., a Delaware corporation (the “
Company”), in
connection with the proposed issuance of up to 5,290,000 shares (including up to 690,000 shares
subject to the underwriters’ over-allotment option) of common stock, $0.001 par value per share
(the “
Shares”) pursuant to
the Company’s Registration Statement on Form S-1 (No.
333-134086) (the
“
Registration Statement”) filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the “
Act”). The Shares are to be sold pursuant to an underwriting
agreement to be entered into by and among
the Company, Cowen and Company, LLC, Lazard Capital
Markets LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the underwriters.
This opinion is being furnished in accordance with the requirements of Item 16(a) of Form
S-1 and Item 601(b)(5)(i) of Regulation S-K.
We have examined the originals, or .pdf, photostatic or certified copies, of such records of
the Company, certificates of officers of
the Company and of public officials and such other
documents as we have deemed relevant and necessary as the basis for the opinion set forth below.
We have relied upon such certificates of officers of
the Company and of public officials and
statements and information furnished by officers of
the Company with respect to the accuracy of
material factual matters contained therein which were not independently established by us. In such
examination we have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all documents submitted to us
as .pdf, photostatic or certified copies, and the authenticity of the originals of such copies.
Based on the examination described above, subject to the assumptions stated, and subject to
final action by the board of directors of
the Company or a pricing committee of the board of
directors, we are of the opinion that the Shares have been duly authorized, and if, as and when
issued in
accordance with the Registration Statement and the related prospectus (as amended and
supplemented through the date of issuance) will be legally issued, fully paid and nonassessable.
This opinion is limited to the federal law of the United States of America and all applicable
statutory and other provisions of Delaware corporate law, all applicable provisions of the Delaware
Constitution and all reported judicial decisions interpreting those laws and/or interpreting the
Delaware Constitution. We disclaim any opinion as to the laws of any other jurisdiction. We
further disclaim any opinion as to any other statute, rule, regulation, ordinance, order or other
promulgation of any other jurisdiction or any regional or local governmental body or as to any
related judicial or administrative opinion.
We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement
and to the reference to this firm under the caption “Legal Matters” in the prospectus which is part
of 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 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. Our
opinion is expressly limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to
the Company or the Shares.
