Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - NxStage Medical, Inc. | c08781e8vk.htm |
| EX-1.01 - EXHIBIT 1.01 - NxStage Medical, Inc. | c08781exv1w01.htm |
Exhibit 5.01
|
Hogan Lovells US LLP Harbor East 100 International Drive Suite 2000 Baltimore, MD 21202 T +1 410 659 2700 F +1 410 659 2701 www.hoganlovells.com |
November 23, 2010
Board of Directors
NxStage Medical, Inc.
439 S. Union Street, 5th Floor
Lawrence, Massachusetts 01843
NxStage Medical, Inc.
439 S. Union Street, 5th Floor
Lawrence, Massachusetts 01843
Ladies and Gentlemen:
We are acting as counsel to NxStage Medical, Inc., a Delaware corporation (the “Company”), in
connection with its registration statement on Form S-3 (the “Registration Statement”), filed with
the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”)
relating to the proposed public offering of up to 3,680,000 shares of common stock, par value
$0.001 per share (the “Common Stock”) of the Company (the “Shares”), all of which shares are to be
sold by the Company pursuant to an Underwriting Agreement dated November 17, 2010 between the
Company and the underwriter named therein. This opinion letter is furnished to you at your request
to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. §
229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and
documents as we have deemed an appropriate basis on which to render the opinions hereinafter
expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy and completeness of all
documents submitted to us, the authenticity of all original documents, and the conformity to
authentic original documents of all documents submitted to us as copies (including telecopies). As
to all matters of fact, we have relied on the representations and statements of fact made in the
documents so reviewed, and we have not independently established the facts so relied on. This
opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Delaware General Corporation
Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances,
rules, or regulations. As used herein, the term “Delaware General Corporation Law, as
amended” includes the statutory provisions contained therein, all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting these laws.
Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia.
Hogan Lovells refers to the international legal practice comprising Hogan Lovells US LLP, Hogan
Lovells International LLP, Hogan Lovells Worldwide Group (a Swiss Verein), and their affiliated
businesses with offices in: Abu Dhabi Alicante Amsterdam Baltimore Beijing Berlin
Boulder Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg
Hanoi Ho Chi Minh City Hong Kong Houston London Los Angeles Madrid Miami Milan
Moscow Munich New York Northern Virginia Paris Philadelphia Prague Rome San
Francisco Shanghai Silicon Valley Singapore Tokyo Ulaanbaatar Warsaw Washington DC
Associated offices: Budapest Jeddah Riyadh Zagreb
| Board of Directors NxStage Medical, Inc. |
November 23, 2010 |
Based upon, subject to and limited by the foregoing, we are of the opinion that following issuance
of the Shares pursuant to the terms of the Underwriting Agreement and receipt by the Company of the
consideration for the Shares specified in the Underwriting Agreement, the Shares will be validly
issued, fully paid, and nonassessable.
This opinion letter has been prepared for use in connection with the Registration Statement. We
assume no obligation to advise you of any changes in the foregoing subsequent to the effective date
of the Registration Statement.
We
hereby consent to the filing of this opinion letter as
Exhibit 5.01 to the Company’s Current Report on Form 8-K to
be incorporated by reference into the Registration Statement
and to the reference to this firm under the caption “Legal Matters” in the prospectus constituting
a part of the Registration Statement. In giving this consent, we do not thereby admit that we are
an “expert” within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN LOVELLS US LLP
HOGAN LOVELLS US LLP
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