Attached files
| file | filename |
|---|---|
| 8-K - OCCULOGIX 8-K 3-14-2010 - TearLab Corp | form8-k.htm |
| EX-99.5 - EXHIBIT 99.5 - TearLab Corp | ex99_5.htm |
| EX-99.3 - EXHIBIT 99.3 - TearLab Corp | ex99_3.htm |
| EX-99.1 - EXHIBIT 99.1 - TearLab Corp | ex99_1.htm |
| EX-99.4 - EXHIBIT 99.4 - TearLab Corp | ex99_4.htm |
March 14,
2010
OccuLogix,
Inc.
11025
Roselle Street, Suite 100
San
Diego, CA 92121
Re: Registration
Statement on Form S-3
Ladies
and Gentlemen:
We have
acted as counsel to OccuLogix, Inc., a Delaware corporation (the “Company”), in
connection with the registration of the offer and sale of 1,552,795 shares (the
“Shares”) of the Company’s common stock, $0.001 par value per share, and
warrants to purchase the Company’s common stock (the “Warrants” and together
with the Shares, the “Securities”), pursuant to the Company’s shelf Registration
Statement on Form S-3 (File No. 333-157269) filed on June 23, 2009, as amended
by Amendment No. 1 filed on July 16, 2009 and declared effective by the
Securities and Exchange Commission (the “Commission”) on July 20, 2009 (the
“Registration Statement”).
The
offering and sale of the Securities are being made pursuant to a Letter
Agreement dated March 14, 2010, by and between the Company and Rodman &
Renshaw, LLC (the “Placement Agent Agreement”) and the Subscription Agreements
(as defined below).
We have
examined copies of the Placement Agent Agreement, the Subscription Agreements
executed by the Company and the purchasers of the Securities (the “Subscription
Agreements”), the Registration Statement, the base prospectus that forms a part
thereof and the prospectus supplement thereto related to the offering of the
Securities, which prospectus supplement is dated as of the date hereof and will
be filed by the Company in accordance with Rule 424(b) promulgated under the
Securities Act of 1933. We have also examined instruments, documents
and records which we deemed relevant and necessary for the basis of our opinion
hereinafter expressed.
In such
examination, we have assumed (i) the authenticity of original documents and
the genuineness of all signatures, (ii) the conformity to the originals of
all documents submitted to us as copies, and (iii) the truth, accuracy, and
completeness of the information, representations and warranties contained in the
records, documents, instruments and certificates we have reviewed.
Based on
and subject to the foregoing, we are of the opinion that:
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1.
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The
Shares have been duly authorized by the Company and, when issued and
delivered by the Company against payment therefor in accordance with the
terms of the Subscription Agreements, will be validly issued, fully paid
and nonassessable.
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OccuLogix,
Inc.
March 14,
2010
Page
2
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2.
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The
shares of the Company’s common stock issuable upon exercise of the
Warrants have been duly authorized by the Company and, when issued and
delivered by the Company upon exercise thereof in accordance with the
terms of the Warrants, will be validly issued, fully paid and
nonassessable.
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3.
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The
Warrants have been duly authorized by the Company and, when they are
executed and delivered by the Company against payment therefor in
accordance with the terms of the Subscription Agreements, they will be
validly issued and will be legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their
terms.
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We
express no opinion as to the laws of any other jurisdiction other than the
federal laws of the United States of America and the General Corporation Law of
the State of Delaware.
We hereby
consent to the use of this opinion as an exhibit to the Company’s Current Report
on Form 8-K, filed on or about March 15, 2010, for incorporation by reference
into the Registration Statement.
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Sincerely,
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/s/
Wilson Sonsini Goodrich & Rosati
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WILSON
SONSINI GOODRICH & ROSATI
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Professional
Corporation
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