Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - OMEROS CORP | d374269d8k.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - OMEROS CORP | d374269dex11.htm |
| EX-99.1 - PRESS RELEASE - OMEROS CORP | d374269dex991.htm |
Exhibit 5.1
June 28, 2012
Omeros Corporation
1420 Fifth Avenue, Suite 2600
Seattle, Washington 98101
Re: Underwritten Stock Offering
Ladies and Gentlemen:
I am Associate General Counsel and Assistant Secretary of Omeros Corporation, a Washington corporation (“Omeros”), and have acted as counsel to Omeros in connection with the registration by Omeros under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of up to 3,365,854 shares of Omeros Common Stock, par value $0.01 per share (the “Shares”), which includes up to 439,024 shares of Omeros Common Stock issuable upon the underwriters’ exercise of an overallotment option pursuant to the Underwriting Agreement, dated as of June 27, 2012 (the “Underwriting Agreement”), by and between Omeros and Cowen and Company, LLC and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein. In connection with rendering this opinion, I have reviewed:
| (i) | the Underwriting Agreement; |
| (ii) | a registration statement on Form S-3 (File No. 333-169856) filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Act on October 8, 2010, which was declared effective by the SEC on October 18, 2010; |
| (iii) | the base prospectus, dated as of October 18, 2010 (the “Base Prospectus”); |
(iv) the preliminary prospectus, consisting of the Base Prospectus, as supplemented by a preliminary prospectus supplement, dated June 26, 2012, with respect to the offer and sale of the Shares, filed with the SEC on June 26, 2012, pursuant to Rule 424(b) under the Act; and
(v) the final prospectus, consisting of the Base Prospectus, as supplemented by a prospectus supplement, dated June 27, 2012, with respect to the offer and sale of the Shares, filed with the SEC on June 28, 2012, pursuant to Rule 424(b) under the Act (the “Prospectus”).
As legal counsel to Omeros, I have reviewed such corporate records, certificates and other documents and such questions of law as I have considered necessary or appropriate for the purposes of this opinion. I have assumed that all signatures are genuine, that all documents submitted to me as originals are authentic and that all copies of documents submitted to me conform to the originals.
In rendering this opinion, I have relied as to certain matters on information obtained from public officials, officers of Omeros and other sources I believe to be responsible.
Based upon the foregoing, it is my opinion that the Shares have been duly authorized and, when issued and sold in the manner referred to in the Underwriting Agreement and upon receipt by Omeros in full of payment therefor in accordance with the Underwriting Agreement, will be validly issued, fully paid and nonassessable.
I am a member of the bar of the State of Washington. I do not express any opinion herein on any laws other than the Washington Business Corporation Act, applicable provisions of the Washington State Constitution and reported judicial decisions interpreting these laws.
I hereby consent to the filing of this opinion as Exhibit 5.1 to Omeros’ Current Report on Form 8-K, filed on or about June 28, 2012, relating to the offering of the Shares. I also hereby consent to the reference to my name under the heading “Legal Matters” in the Prospectus. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Alex Sutter
Alex F. Sutter
Associate General Counsel and
Assistant Secretary