Attached files
| file | filename |
|---|---|
| S-1 - FORM S-1 - TearLab Corp | tear_s1-072711.htm |
| EX-21.1 - EXHIBIT 21.1 - TearLab Corp | ex21-1.htm |
| EX-23.2 - EXHIBIT 23.2 - TearLab Corp | ex23-2.htm |
Exhibit 5.1
July 28, 2011
TearLab Corporation
7360 Carroll Road, Suite 200
San Diego, CA 92121
Re: TearLab Corporation—Registration Statement on Form S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 to be filed by TearLab Corporation, a Delaware corporation (the “Company”) with the Securities and Exchange Commission on or about July 28, 2011 (the “Registration Statement”) in connection with the registration for resale under the Securities Act of 1933, as amended, of 3,846,154 shares of the Company’s common stock that are issued and outstanding (the “Shares”) and 3,846,154 shares (the “Warrant Shares”) issuable upon the exercise of warrants to purchase shares of the Company’s common stock (the “Warrants”).
We have reviewed such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic, and that all copies of documents submitted to us conform to the originals. We have relied as to certain matters on information obtained from public officials, officers of the Company, and other sources believed by us to be reliable.
Based upon the foregoing, and subject to the qualifications set forth below, we are of the opinion that the Shares are validly issued, fully paid and non-assessable and the Warrant Shares issuable upon the exercise of the Warrants, upon issuance in accordance with the terms of the Warrants, will be validly issued, fully paid and non-assessable.
We are members of the bar of the State of California. For purposes of this opinion, we do not purport to be experts in, and do not express any opinion on, any laws other than the law of the State of California, the Delaware General Corporation Law and the Federal laws of the United States of America.
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We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the prospectus contained in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
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Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
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