Attached files

file filename
EX-3.2 - EX-3.2 - Relypsa Incd545667dex32.htm
EX-23.1 - EX-23.1 - Relypsa Incd545667dex231.htm
EX-10.20 - EX-10.20 - Relypsa Incd545667dex1020.htm
EX-10.13 - EX-10.13 - Relypsa Incd545667dex1013.htm
EX-10.9(A) - EX-10.9(A) - Relypsa Incd545667dex109a.htm
EX-10.16 - EX-10.16 - Relypsa Incd545667dex1016.htm
EX-10.17 - EX-10.17 - Relypsa Incd545667dex1017.htm
EX-10.10 - EX-10.10 - Relypsa Incd545667dex1010.htm
EX-10.18 - EX-10.18 - Relypsa Incd545667dex1018.htm
EX-10.19 - EX-10.19 - Relypsa Incd545667dex1019.htm
EX-10.2(B) - EX-10.2(B) - Relypsa Incd545667dex102b.htm
S-1/A - AMENDMENT NO.2 ON FORM S-1 - Relypsa Incd545667ds1a.htm

Exhibit 5.1

 

   140 Scott Drive
   Menlo Park, California 94025
   Tel: +1.650.328.4600 Fax: +1.650.463.2600
   www.lw.com   
LOGO    FIRM / AFFILIATE OFFICES
   Abu Dhabi    Milan
   Barcelona    Moscow
   Beijing    Munich
   Boston    New Jersey
   Brussels    New York
   Chicago    Orange County
November 1, 2013    Doha    Paris
   Dubai    Riyadh
   Düsseldorf    Rome
   Frankfurt    San Diego
   Hamburg    San Francisco
   Hong Kong    Shanghai
   Houston    Silicon Valley
   London    Singapore
   Los Angeles    Tokyo
   Madrid    Washington, D.C.
   053055-0001   

Relypsa, Inc.

700 Saginaw Drive

Redwood City, CA 94063

 

  Re: Form S-1 Registration Statement File No. 333-191437

Initial Public Offering of up to 7,877,500 Shares of Common Stock

of Relypsa, Inc.

Ladies and Gentlemen:

We have acted as special counsel to Relypsa, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 7,877,500 shares of common stock, $0.001 par value per share (the “Shares”). The Shares are included in a registration statement on Form S–1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on September 27, 2013 (Registration No. 333-191437) (as amended, the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the


November 1, 2013

Page 2

 

LOGO

 

Registration Statement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP