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EX-23.2 - EX-23.2 - Lipocine Inc.d585873dex232.htm
EX-23.1 - EX-23.1 - Lipocine Inc.d585873dex231.htm
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - Lipocine Inc.d585873ds1a.htm

EXHIBIT 5.1

 

John T. McKenna

T: +1 650 843 5059

jmckenna@cooley.com

  

September 25, 2013

Lipocine Inc.

675 Arapeen Drive

Salt Lake City, UT 84108

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by Lipocine Inc., a Delaware corporation (the “Company”), of a Registration Statement (No. 333-190897) on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission, including a related prospectus filed with the Registration Statement (the “Prospectus”), covering a public offering of up to 6,336,664 shares (the “Shares”) of the Company’s common stock, par value $0.0001 (“Company Stock”), to be sold by certain selling stockholders.

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the Prospectus, (b) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect, and (c) 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.

We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters. Our opinion is expressed only with respect to the Delaware General Corporation Law. We express no opinion as to whether the laws of any particular jurisdiction apply and no opinion to the extent that the laws of any jurisdiction other than those identified above are applicable to the subject matter hereof. We express no opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares have been duly authorized, validly issued, fully paid and non-assessable.

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

 

Sincerely,
Cooley LLP
By:  

/s/ John T. McKenna

      John T. McKenna