Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - IDERA PHARMACEUTICALS, INC. | b81974exv99w1.htm |
| 8-K - FORM 8-K - IDERA PHARMACEUTICALS, INC. | b81974e8vk.htm |
| EX-4.1 - EX-4.1 - IDERA PHARMACEUTICALS, INC. | b81974exv4w1.htm |
| EX-1.1 - EX-1.1 - IDERA PHARMACEUTICALS, INC. | b81974exv1w1.htm |
| EX-10.1 - EX-10.1 - IDERA PHARMACEUTICALS, INC. | b81974exv10w1.htm |
Exhibit 5.1
+1 617 526 6000 (t)
+1 617 526 5000 (f)
wilmerhale.com
+1 617 526 5000 (f)
wilmerhale.com
August 2, 2010
Idera Pharmaceuticals, Inc.
167 Sidney Street
Cambridge, MA 02139
167 Sidney Street
Cambridge, MA 02139
Re: Prospectus Supplement to Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is furnished to you in connection with (i) the Registration Statement on Form S-3
(File No. 333-145556) (the “Registration Statement”) filed by Idera Pharmaceuticals, Inc., a
Delaware corporation (the “Company”), with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the
registration of, among other things, shares of common stock, $0.001 par value per share (the
“Common Stock”) and warrants to purchase Common Stock, all of which may be issued from time to time
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act at an aggregate
initial offering price not to exceed $50,000,000 and (ii) the prospectus supplement, dated August
2, 2010 (the “Prospectus Supplement”) relating to the issue and sale pursuant to the Registration
Statement of up to 4,071,005 shares (the “Shares”) of Common Stock, Warrants to purchase up to
1,628,402 shares of Common Stock (the “Warrants”) and the shares of Common Stock issuable upon
exercise of the Warrants (the “Warrant Shares” and, together with the Warrants and the Shares, the
“Securities”).
The Shares and the Warrants are to be sold by the Company to selected investors pursuant to
subscription agreements (the “Subscription Agreements”) in the form filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K, dated and filed with the Commission on the date hereof (the
“Current Report”) and a placement agent agreement (the “Placement Agent Agreement”) by and between
the Company and Rodman & Renshaw, LLC, dated August 2, 2010, which has been filed as Exhibit 1.1 to
the Current Report.
We are acting as counsel for the Company in connection with the issue and sale by the Company
of the Securities. We have examined a signed copy of the Registration Statement and a copy of the
Prospectus Supplement, each as filed with the Commission. We have also examined and relied upon
the Placement Agent Agreement and the Subscription Agreements, minutes of meetings of the
stockholders and the Board of Directors, including committees thereof, of the Company as provided
to us by the Company, the Certificate of Incorporation and By-Laws of the Company, each as restated
and/or amended to date, and such other documents as we have deemed necessary for purposes of
rendering the opinions hereinafter set forth.
Wilmer Cutler Pickering Hale and Dorr llp, 60 State Street, Boston, Massachusetts 02109
Beijing Berlin Boston Brussels Frankfurt London Los Angeles New York Oxford Palo Alto Waltham Washington
Beijing Berlin Boston Brussels Frankfurt London Los Angeles New York Oxford Palo Alto Waltham Washington
Idera Pharmaceuticals, Inc.
August 2, 2010
Page 2
August 2, 2010
Page 2
In our examination of the foregoing documents, 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 copies, the authenticity of the originals of
such latter documents and the legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction other than the state
laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and
the federal laws of the United States of America.
On the basis of and subject to the foregoing, we are of the opinion that:
1. The Shares have been duly authorized for issuance and, when issued and paid for in
accordance with the terms and conditions of the Subscription Agreements, the Shares will be validly
issued, fully paid and nonassessable.
2. The Warrants have been duly authorized for issuance and, when the Warrants are issued and
paid for in accordance with the terms and conditions of the Subscription Agreements will have been
duly executed and delivered by the Company and the Warrants will constitute valid and legally
binding obligations of the Company, 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.
3. The Warrant Shares have been duly authorized for issuance and, when issued and paid for in
accordance with the provisions of the Warrants, the Warrant Shares will be validly issued, fully
paid and nonassessable.
It is understood that this opinion is to be used only in connection with the offer and sale of
the Securities while the Registration Statement is in effect and may not be used, quoted or relied
upon for any other purpose nor may this opinion be furnished to, quoted to or relied upon by any
other person or entity, for any purpose, without our prior written consent.
Please note that we are opining only as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matters. This opinion is based upon currently existing
statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you
of any change in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act with the Commission as an exhibit to the
Current Report on Form 8-K to be filed by the Company in connection with the issue and sale of the
Shares and to the use of our name in the Prospectus Supplement under the caption “Validity of
Securities.” In giving such consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the
Commission.
Idera Pharmaceuticals, Inc.
August 2, 2010
Page 3
August 2, 2010
Page 3
| Very truly yours, WILMER CUTLER PICKERING HALE AND DORR LLP |
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| By: | /s/ Stuart M. Falber | |||
| Stuart M. Falber, a Partner | ||||