Attached files

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EX-1.1 - UNDERWRITING AGREEMENT - FLUIDIGM CORPd398680dex11.htm
EX-99.1 - PRESS RELEASE - FLUIDIGM CORPd398680dex991.htm
8-K - CURRENT REPORT ON FORM 8-K - FLUIDIGM CORPd398680d8k.htm

Exhibit 5.1

August 16, 2012

Fluidigm Corporation

7000 Shoreline Court, Suite 100

South San Francisco, California 94080

 

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Fluidigm Corporation, a Delaware corporation (the “Company”), in connection with the registration of the offer and sale of up to 4,209,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share, pursuant to the Company’s shelf Registration Statement on Form S-3 (File No. 333-180550) filed on April 4, 2012, as amended on May 7, 2012 and declared effective by the Securities and Exchange Commission (the “Commission”) on May 10, 2012 (the “Registration Statement”).

The offering and sale of the Shares are being made pursuant to the Underwriting Agreement (the “Underwriting Agreement”), dated as of August 16, 2012, by and between the Company and Piper Jaffray & Co. and Cowen and Company, LLC, as representatives of the several Underwriters.

We have examined copies of the Underwriting Agreement, the Registration Statement, the base prospectus that forms a part thereof and the prospectus supplement thereto related to the offering of the Shares, which prospectus supplement is dated as of the date hereof and will be filed by the Company in accordance with Rule 424(b) promulgated under the Securities Act of 1933. We have also examined instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed.

In such examination, we have assumed (i) the authenticity of original documents and the genuineness of all signatures, (ii) the conformity to the originals of all documents submitted to us as copies, and (iii) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

Based on and subject to the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable.

We express no opinion as to the laws of any other jurisdiction other than the federal laws of the United States of America and the General Corporation Law of the State of Delaware.


Fluidigm Corporation

August 16, 2012

Page 2

 

We hereby consent to the use of this opinion as an exhibit to the Company’s Current Report on Form 8-K, filed on or about August 16, 2012, for incorporation by reference into the Registration Statement.

 

Sincerely,
WILSON SONSINI GOODRICH & ROSATI Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, Professional Corporation