Attached files
file | filename |
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S-1/A - FORM S-1/A - Kips Bay Medical, Inc. | n56813asv1za.htm |
EX-23.1 - EX-23.1 - Kips Bay Medical, Inc. | n56813aexv23w1.htm |
Exhibit 5.1
[Letterhead
of Fredrikson & Byron, P.A.]
Kips Bay Medical, Inc.
3405 Annapolis Lane North, Suite 200
Minneapolis, Minnesota 55447
3405 Annapolis Lane North, Suite 200
Minneapolis, Minnesota 55447
Re: Registration Statement on Form S-1 Exhibit 5.1
Ladies and Gentlemen:
We have acted as counsel
for Kips Bay Medical, Inc., a Delaware corporation (the
Company), in
connection with the Companys Registration Statement on Form S-1 (File No. 333-165940) as initially
filed by the Company with the Securities and Exchange Commission (the Commission) on April 8,
2010 (as amended, the Registration Statement). The
Registration Statement relates to the sale by the
Company in an underwritten public offering of shares (including shares subject to the underwriters
over-allotment option) (the Shares) of the Companys common stock, $0.01 par value per share (the
Common Stock).
In connection with the foregoing, we have relied upon, among other things, our examination of
such documents, records of the Company and certificates of public officials as we
deemed necessary for purposes of the opinions expressed below.
In addition, as to certain factual matters relevant to the opinions
expressed below, we have relied upon a certificate of officers of the
Company.
In our examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted to us as originals
and the conformity with the original of all documents submitted to us as copies thereof.
Based upon the foregoing and upon the representations and information provided by the
Company, we are of the opinion that:
1. The Shares are duly authorized.
2. Upon the delivery and payment therefor in accordance with the terms of the Registration
Statement and the Underwriting Agreement described in the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.
This
opinion is limited to the Delaware General Corporation Law (including applicable provisions of the Delaware constitution and applicable judicial decisions). We hereby consent to the
filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement and
reference to our firm under the heading Legal Matters in
the Registration Statement and the related prospectus. In giving
this consent, we do not admit that we are within the category of persons whose consent is required
by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the
Commission.
Very truly yours, |
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/s/ Fredrikson & Byron, P.A. | ||||
FREDRIKSON & BYRON, P.A. | ||||