Attached files
| file | filename |
|---|---|
| 8-K - NEKTAR THERAPEUTICS | v208663_8k.htm |
| EX-1.1 - NEKTAR THERAPEUTICS | v208663_ex1-1.htm |
Exhibit
5.1
[Letterhead
of O’Melveny & Myers LLP]
January
21, 2011
Nektar
Therapeutics
455
Mission Bay Boulevard South
San
Francisco, California 94158
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Re:
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Issuance of Shares of
Common Stock under Registration Statement on Form S-3 (File No.
333-171747)
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Ladies
and Gentlemen:
We have
acted as special counsel to Nektar Therapeutics, a Delaware corporation (the
“Company”), in
connection with the issuance and sale of (i) 19,000,000 shares (the “Firm Shares”) of common stock,
par value $0.0001 per share, of the Company (“Common Stock”), and (ii) up to
2,850,000 shares of Common Stock (the “Optional Shares” and together
with the Firm Shares, the “Offered Shares”) that may be
sold by the Company pursuant to the exercise of an overallotment option granted
to Jefferies & Company, Inc. (the “Underwriter”), pursuant to an
effective registration statement on Form S-3 (File No. 333-171747) (the “Registration Statement”) filed
on January 18, 2011 with the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Securities Act”), the related
prospectus that forms a part of the Registration Statement (the “Base Prospectus”), as
supplemented by a prospectus supplement dated January 19, 2011 (the “Prospectus Supplement” and
collectively with the Base Prospectus, the “Prospectus”), and that certain
Underwriting Agreement dated as of January 19, 2011, by and between the Company
and the Underwriter.
This
opinion is being furnished in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act, and no opinion is expressed herein
as to any matter pertaining to the contents of the Registration Statement or the
Prospectus, other than as expressly stated herein with respect to the issuance
of the Offered Shares.
In our
capacity as such counsel, we have examined originals or copies of those
corporate and other records, documents and agreements we considered
appropriate. As to relevant factual matters, we have relied upon,
among other things, factual representations we have received from the
Company. In addition, we have obtained and relied upon those
certificates of public officials we considered appropriate.
We have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with originals of all documents
submitted to us as copies.
On the
basis of such examination, our reliance upon the assumptions in this opinion and
our consideration of those questions of law we considered relevant, and subject
to the limitations and qualifications in this opinion, we are of the opinion
that the Offered Shares, when issued and sold in accordance with the
Registration Statement and the Prospectus, will be validly issued, fully paid
and non-assessable.
The law
covered by this opinion is limited to the present Delaware General Corporation
Law and the present federal law of the United States. We express no
opinion as to the laws of any other jurisdiction and no opinion regarding the
statutes, administrative decisions, rules, regulations or requirements of any
county, municipality, subdivision or local authority of any
jurisdiction.
We hereby
consent to the use of this opinion as an exhibit to a Current Report on Form 8-K
to be filed by the Company as of the date hereof and to the reference to this
firm under the heading “Legal Matters” in the Prospectus
Supplement. This 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. This letter speaks only as of the date hereof
and we assume no obligation to update or supplement this opinion to reflect any
facts or circumstances that arise after the date of this opinion and come to our
attention, or any future changes in laws.
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Respectfully
submitted,
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/s/
O’Melveny & Myers
LLP
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