Attached files
file | filename |
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S-1/A - S-1/A - Mirati Therapeutics, Inc. | a2216978zs-1a.htm |
EX-1.1 - EX-1.1 - Mirati Therapeutics, Inc. | a2216978zex-1_1.htm |
EX-10.3 - EX-10.3 - Mirati Therapeutics, Inc. | a2216978zex-10_3.htm |
EX-23.1 - EX-23.1 - Mirati Therapeutics, Inc. | a2216978zex-23_1.htm |
EX-10.4 - EX-10.4 - Mirati Therapeutics, Inc. | a2216978zex-10_4.htm |
Exhibit 5.1
Sean M. Clayton
T: +1 858 550 6034
sclayton@cooley.com
October 16, 2013
Mirati Therapeutics, Inc.
9363 Towne Centre Drive, Suite 200
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the filing by Mirati Therapeutics, Inc., a Delaware corporation (the Company), of a Registration Statement (No. 333-191544) 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 an underwritten public offering of up to 3,450,000 shares (the Shares) of the Companys common stock, par value $0.001, including up to 450,000 shares that may be sold by the Company pursuant to the exercise of an option to purchase additional Shares.
In connection with this opinion, we have examined and relied upon the Registration Statement and Prospectus, the Companys Amended and Restated Certificate of Incorporation, its Bylaws, and 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. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption Legal Matters in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely, |
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Cooley LLP |
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By: |
/s/ Sean M. Clayton |
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Sean M. Clayton |
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4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM