Aegerion Pharmaceuticals, Inc. - FORM S-1/A - EX-5.1 - OPINION OF GOODWIN PROCTER LLP - October 7, 2010

Attached files

file filename
S-1/A - S-1/A #2 - Aegerion Pharmaceuticals, Inc.ds1a.htm
EX-3.2 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Aegerion Pharmaceuticals, Inc.dex32.htm
EX-4.1 - SPECIMEN CERTIFICATE EVIDENCING SHARES OF COMMON STOCK - Aegerion Pharmaceuticals, Inc.dex41.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Aegerion Pharmaceuticals, Inc.dex11.htm
EX-3.3 - BY-LAWS - Aegerion Pharmaceuticals, Inc.dex33.htm
EX-3.4 - FORM OF AMENDED AND RESTATED BY-LAWS - Aegerion Pharmaceuticals, Inc.dex34.htm
EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Aegerion Pharmaceuticals, Inc.dex31.htm
EX-23.3 - CONSENT OF L.E.K. CONSULTING, LLC - Aegerion Pharmaceuticals, Inc.dex233.htm
EX-10.5 - EMPLOYMENT AGREEMENT WITH JOHN CAVAN - Aegerion Pharmaceuticals, Inc.dex105.htm
EX-10.1 - 2006 STOCK OPTION AND GRANT PLAN, AS AMENDED - Aegerion Pharmaceuticals, Inc.dex101.htm
EX-23.1 - CONSENT OF ERNST & YOUNG LLP - Aegerion Pharmaceuticals, Inc.dex231.htm
EX-21.1 - SUBSIDIARIES OF AEGERION PHARMACEUTICALS, INC. - Aegerion Pharmaceuticals, Inc.dex211.htm
EX-10.9 - LOAN & SECURITY AGREEMENT, AS AMENDED - Aegerion Pharmaceuticals, Inc.dex109.htm
EX-10.2 - 2010 STOCK OPTION AND INCENTIVE PLAN - Aegerion Pharmaceuticals, Inc.dex102.htm
EX-10.7 - LICENSE AGREEMENT WITH BAYER HEALTHCARE AG - Aegerion Pharmaceuticals, Inc.dex107.htm
EX-10.15 - FORM OF NOTE ISSUED UNDER THE FOURTH AMENDED & RESTATED NOTE - Aegerion Pharmaceuticals, Inc.dex1015.htm
EX-10.18 - EMPLOYMENT AGREEMENT WITH WILLIAM H. LEWIS - Aegerion Pharmaceuticals, Inc.dex1018.htm
EX-10.14 - FOURTH AMENDED & RESTATED NOTE PURCHASE AGREEMENT - Aegerion Pharmaceuticals, Inc.dex1014.htm
EX-10.4 - EMPLOYMENT AGREEMENT WITH CHRISTINE PELLIZZARI - Aegerion Pharmaceuticals, Inc.dex104.htm

Exhibit 5.1

 

October 7, 2010

Aegerion Pharmaceuticals, Inc.

CenterPointe IV

1140 Route 22 East, Suite 304

Bridgewater, NJ 08807

 

  Re: Securities Registered under Registration Statement on Form S-1

 

Ladies and Gentlemen:

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-1 (File No. 333-168721) (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), of up to 5,366,667 shares (the “Shares”) of the Company’s Common Stock, $0.001 par value per share, including Shares purchasable by the underwriters upon their exercise of an over-allotment option granted to the underwriters by the Company. The Shares are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters (the “Underwriting Agreement”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions expressed below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates and other inquiries of officers of the Company.

The opinion expressed below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law).

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not 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 thereunder.

Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP

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