Attached files
file | filename |
---|---|
8-K - FORM 8-K - ARIAD PHARMACEUTICALS INC | b89532e8vk.htm |
EX-1.1 - EX-1.1 - ARIAD PHARMACEUTICALS INC | b89532exv1w1.htm |
EX-99.1 - EX-99.1 - ARIAD PHARMACEUTICALS INC | b89532exv99w1.htm |
Exhibit 5.1
[MINTZ LEVIN LOGO]
One Financial Center
Boston, MA 02111
617-542-6000
617-542-2241 fax
www.mintz.com
Boston, MA 02111
617-542-6000
617-542-2241 fax
www.mintz.com
December 15, 2011
ARIAD Pharmaceuticals, Inc.
26 Landsdowne Street
Cambridge, MA 02139-4234
26 Landsdowne Street
Cambridge, MA 02139-4234
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Prospectus Supplement, dated December
15, 2011 (the Prospectus Supplement), to a Registration Statement on Form S-3, Registration No.
333-178489 (the Registration Statement), filed by ARIAD Pharmaceuticals, Inc., a Delaware
corporation (the Company), with the Securities and Exchange Commission (the Commission) under
the Securities Act of 1933, as amended (the Securities Act), with respect to the sale of an
aggregate of 24,725,000 shares (the Shares) of its common stock, $0.001 par value per share (the
Common Stock), including 3,225,000 shares subject to the underwriters option, to J. P. Morgan
Securities LLC, Cowen and Company, LLC and Jefferies & Company, Inc., as representatives of the
underwriters (the Underwriters), pursuant to an Underwriting Agreement dated December 15, 2011
between the Company and the Underwriters (the Underwriting Agreement), which Underwriting
Agreement will be filed as an exhibit to a Current Report on Form 8-K and incorporated by reference
into the Registration Statement.
In connection with this opinion, we have examined the Companys Certificate of Incorporation,
as amended, and Amended and Restated By-Laws, both as currently in effect; the minutes of all
pertinent meetings of the directors of the Company relating to the Registration Statement, the
Prospectus Supplement, the Underwriting Agreement and the transactions contemplated thereby; such
other records of the corporate proceedings of the Company and certificates of the Companys
officers as we have deemed relevant; the Registration Statement and the exhibits thereto; the
Prospectus Supplement; and the Underwriting Agreement.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon the foregoing, and subject to the limitations set forth below, we are of the
opinion that the Shares, when issued and delivered by the Company against payment therefor as
contemplated by the Underwriting Agreement, will be validly issued, fully paid and non-assessable
shares of the Common Stock.
Our opinion is limited to the General Corporation Law of the State of Delaware, and we
express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed
Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
December 15, 2011
Page 2
December 15, 2011
Page 2
herein with respect to the qualification of the Shares under the securities or blue sky laws
of any state or any foreign jurisdiction.
Please note that we are opining only as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matters. This opinion is based upon currently existing
statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you
of any change in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an exhibit to a
Current Report on Form 8-K and the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of this Firms name
therein and in the Prospectus Supplement under the caption Legal Matters. In giving such
consent, we do not hereby 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 of the Commission.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.