Attached files
file | filename |
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8-K - FORM 8-K - ARIAD PHARMACEUTICALS INC | b83163e8vk.htm |
EX-1.1 - EX-1.1 - ARIAD PHARMACEUTICALS INC | b83163exv1w1.htm |
Exhibit 5.1
One Financial Center Boston, MA 02111 617-542-6000 617-542-2241 fax www.mintz.com |
October 25, 2010 |
ARIAD Pharmaceuticals, Inc.
26 Landsdowne Street
Cambridge, MA 02139-4234
26 Landsdowne Street
Cambridge, MA 02139-4234
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Prospectus Supplement, dated October 25,
2010 (the Prospectus Supplement), to a Registration Statement on Form S-3, Registration No.
333-164283 (the Registration Statement), filed by ARIAD 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), with respect to the sale of an
aggregate of 18,400,000 shares (the Shares) of its common stock, $0.001 par value per share (the
Common Stock), including 2,400,000 shares subject to the underwriters option, to Jefferies &
Company, Inc. and Oppenheimer & Co. as representatives of the underwriters (the Underwriters)
pursuant to an Underwriting Agreement dated October 25, 2010 between the Company and the
Underwriters (the Underwriting Agreement), which Underwriting Agreement will be filed as an
exhibit to a Current Report on Form 8-K and incorporated by reference into the Registration
Statement. All capitalized terms used herein and not otherwise defined shall have the respective
meanings given to them in the Registration Statement.
In connection with this opinion, we have examined the Companys Restated Certificate of
Incorporation and Restated By-Laws, both as amended and currently in effect; the minutes of all
pertinent meetings of the directors of the Company relating to the Registration Statement, the
Prospectus Supplement, the Underwriting Agreement and the transactions contemplated thereby; such
other records of the corporate proceedings of the Company and certificates of the Companys
officers as we have deemed relevant; the Registration Statement and the exhibits thereto; the
Prospectus Supplement; and the Underwriting Agreement.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon the foregoing, and subject to the limitations set forth below, we are of the
opinion that the Shares, when issued and delivered by the Company against payment therefor as
contemplated by the Underwriting Agreement, will be duly and validly issued, fully paid and
non-assessable shares of the Common Stock.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Boston
| Washington | New York | Stamford | Los Angeles | Palo Alto | San
Diego | London
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
October 25, 2010
Page 2
Page 2
Our opinion is limited to the General Corporation Law of the State of Delaware (including the
applicable provisions of the Delaware Constitution and the reported judicial decisions
interpreting the laws) and the federal laws of the United States of America, and we express no
opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with
respect to the qualification of the Shares under the securities or blue sky laws of any state or
any foreign jurisdiction.
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 with the Commission as an exhibit to a
Current Report on Form 8-K and the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of this Firms name
therein and in the Prospectus Supplement under the caption Legal Matters. 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.
Very truly yours, |
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/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | ||||
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
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