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8-K - 8-K - OPTIMER PHARMACEUTICALS INCa11-5535_48k.htm
EX-1.1 - EX-1.1 - OPTIMER PHARMACEUTICALS INCa11-5535_4ex1d1.htm
EX-99.1 - EX-99.1 - OPTIMER PHARMACEUTICALS INCa11-5535_4ex99d1.htm

Exhibit 5.1

 

Thomas A. Coll

(858) 550-6013

collta@cooley.com

 

February 11, 2011

 

Optimer Pharmaceuticals, Inc.

10110 Sorrento Valley Road, Suite C

San Diego, CA 92121

 

Ladies and Gentlemen:

 

You have requested our opinion with respect to certain matters in connection with the offering by OPTIMER PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), of up to 6,900,000 shares of the Company’s common stock, par value $0.001 (the “Shares”), including up to 900,000 shares of common stock that may be sold pursuant to the exercise of an over-allotment option, pursuant to a Registration Statement on Form S-3 (Registration No. 333-163606) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the prospectus dated December 24, 2009 (the “Base Prospectus”) and the prospectus supplement dated February 11, 2011, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (the “Prospectus Supplement”).  (The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus.”)  The Shares are to be sold by the Company as described in the Registration Statement and the Prospectus.

 

In connection with this opinion, we have examined and relied upon the Registration Statement and the Prospectus, the Company’s Restated Certificate of Incorporation and Restated Bylaws, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.  In rendering this opinion, we have assumed the genuineness and authenticity of all signatures on original documents; the genuineness and authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness of such documents.

 

Our opinion herein is expressed solely with respect to the federal laws of the United States and the General Corporation Law of the State of Delaware.  Our opinion is based on these laws as in effect on the date hereof.  We express no opinion as to whether the laws of any particular jurisdiction are applicable to the subject matter hereof.

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold in accordance with the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

 

4401 eastgate mall, san diego, ca 92121  t: (858) 550-6000  f: (858) 550-6420  www.cooley.com

 



 

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement.

 

Very truly yours,

 

Cooley LLP

 

 

By:

/s/ Thomas A. Coll

 

 

Thomas A. Coll

 

 

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