Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1/A - REVA Medical, Inc. | a56782a3sv1za.htm |
| EX-4.2 - EX-4.2 - REVA Medical, Inc. | a56782a3exv4w2.htm |
| EX-4.1 - EX-4.1 - REVA Medical, Inc. | a56782a3exv4w1.htm |
| EX-23.1 - EX-23.1 - REVA Medical, Inc. | a56782a3exv23w1.htm |
| EX-10.17 - EX-10.17 - REVA Medical, Inc. | a56782a3exv10w17.htm |
| EX-10.21 - EX-10.21 - REVA Medical, Inc. | a56782a3exv10w21.htm |
| EX-10.24 - EX-10.24 - REVA Medical, Inc. | a56782a3exv10w24.htm |
| EX-10.18 - EX-10.18 - REVA Medical, Inc. | a56782a3exv10w18.htm |
| EX-10.25 - EX-10.25 - REVA Medical, Inc. | a56782a3exv10w25.htm |
| EX-10.22 - EX-10.22 - REVA Medical, Inc. | a56782a3exv10w22.htm |
Exhibit 5.1
DLA Piper LLP (US)
4365 Executive Drive, Suite 1100
San Diego, California 92121
www.dlapiper.com
4365 Executive Drive, Suite 1100
San Diego, California 92121
www.dlapiper.com
T 858.677.1400
F 858.677.1401
F 858.677.1401
November 10, 2010
REVA Medical, Inc.
5751 Copley Drive, Suite B
San Diego, CA 92111
5751 Copley Drive, Suite B
San Diego, CA 92111
Re: Registration Statement on Form S-1 (File No. 333-168852)
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the filing by
REVA Medical, Inc., a Delaware corporation (the “Company”), of a Registration Statement on Form S-1
(File No. 333-168852) initially filed on August 13, 2010 (as amended and supplemented from time to
time, the “Registration Statement”) with the Securities and Exchange Commission, including a
related prospectus filed with the Registration Statement (the “Prospectus”), covering the offering
for sale of an aggregate of up to 77,272,737 CHESS Depositary Interests (“CDIs”), represented by up
to 7,727,273 shares of common stock, $0.0001 par value (the “Shares”, and together with the CDIs,
the “Securities”).
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.
In connection with this opinion, we have reviewed and relied upon the Registration Statement and
Prospectus, the Company’s charter documents, as amended and restated to date, records of the
Company’s corporate proceedings in connection with the offering, and such other documents, records,
certificates, memoranda and other instruments as we deem necessary as a basis for this opinion.
With respect to the foregoing documents, we have assumed the authenticity of all records,
documents, and instruments submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all records, documents,
and instruments submitted to us as copies. We have also obtained from officers of the Company
certificates as to certain factual matters and, insofar as this opinion is based on matters of
fact, we have relied on such certificates without independent investigation.
We express no opinion concerning any law other than the Delaware General Corporation Law (including
the statutory provisions, all applicable provisions of the Delaware Constitution and the reported
judicial decisions interpreting the foregoing) and the federal law of the United States of America.
Based on such review, we are of the opinion that the Securities have been duly authorized and, if,
as, and when issued by the Company in accordance with the related Prospectus (as amended and
supplemented through the date of issuance), will be validly issued, fully paid, and non-assessable.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the
reference to this firm under the caption “Legal Matters” in the Prospectus that is part of the
Registration Statement. In giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, the
rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509
of Regulation S-K.
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, the Securities, or the Registration
Statement. We disclaim any obligation to advise you of facts, circumstances, events or developments
that hereafter may be brought to our attention and that may alter, affect or modify the opinion
expressed herein after the effective date of the Registration Statement.
| Very truly yours, |
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| /s/ DLA Piper LLP (US) | ||||
| DLA Piper LLP (US) | ||||