Attached files
file | filename |
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S-1MEF - FORM S-1MEF - FLUIDIGM CORP | ds1mef.htm |
EX-23.1 - CONSENT OF ERNST & YOUNG LLP - FLUIDIGM CORP | dex231.htm |
Exhibit 5.1
February 10, 2011
Fluidigm Corporation
7000 Shoreline Court, Suite 100
South San Francisco, CA 94080
Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration Statement on Form S-1 (the Registration Statement) filed by Fluidigm Corporation (the Company) with the Securities and Exchange Commission on February 10, 2011 pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the Securities Act), in connection with the registration under the Securities Act of 3,195 shares of the Companys Common Stock, $0.001 par value per share (the Shares). The Shares will be sold by the Company pursuant to an underwriting agreement entered into by and among the Company and the underwriters (the Underwriting Agreement), substantially in the form filed as an exhibit to the Registration Statement on Form S-1 (File No. 333-170965) (the Prior Registration Statement). The Prior Registration Statement is incorporated by reference into the Registration Statement pursuant to Rule 462(b) under the Securities Act. This opinion is in addition to our opinion that was filed as Exhibit 5.1 to the Companys Amendment No. 6 to the Prior Registration Statement.
We are acting as counsel for the Company in connection with the sale by the Company of the Shares. In such capacity, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents and the legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
On the basis of the foregoing, we are of the opinion, that the Shares to be issued and sold by the Company have been duly authorized and, when such Shares are issued and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name under the caption Legal Matters in the prospectus forming part of the Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.