Attached files

file filename
S-1/A - AMENDMENT NO. 2 TO FORM S-1 - ARDELYX, INC.d704770ds1a.htm
EX-3.2 - EX-3.2 - ARDELYX, INC.d704770dex32.htm
EX-1.1 - EX-1.1 - ARDELYX, INC.d704770dex11.htm
EX-10.8 - EX-10.8 - ARDELYX, INC.d704770dex108.htm
EX-10.9 - EX-10.9 - ARDELYX, INC.d704770dex109.htm
EX-23.1 - EX-23.1 - ARDELYX, INC.d704770dex231.htm
EX-10.7 - EX-10.7 - ARDELYX, INC.d704770dex107.htm
EX-10.11 - EX-10.11 - ARDELYX, INC.d704770dex1011.htm
EX-10.17 - EX-10.17 - ARDELYX, INC.d704770dex1017.htm
EX-10.18 - EX-10.18 - ARDELYX, INC.d704770dex1018.htm
EX-10.20 - EX-10.20 - ARDELYX, INC.d704770dex1020.htm
EX-10.6(B) - EX-10.6(B) - ARDELYX, INC.d704770dex106b.htm
EX-10.6(C) - EX-10.6(C) - ARDELYX, INC.d704770dex106c.htm
EX-10.15 - EX-10.15 - ARDELYX, INC.d704770dex1015.htm
EX-10.6(A) - EX-10.6(A) - ARDELYX, INC.d704770dex106a.htm
EX-10.12 - EX-10.12 - ARDELYX, INC.d704770dex1012.htm
EX-10.19 - EX-10.19 - ARDELYX, INC.d704770dex1019.htm
EX-10.14 - EX-10.14 - ARDELYX, INC.d704770dex1014.htm
EX-10.21 - EX-10.21 - ARDELYX, INC.d704770dex1021.htm
EX-10.16 - EX-10.16 - ARDELYX, INC.d704770dex1016.htm
EX-10.10 - EX-10.10 - ARDELYX, INC.d704770dex1010.htm
EX-10.13 - EX-10.13 - ARDELYX, INC.d704770dex1013.htm

Exhibit 5.1

 

LOGO   140 Scott Drive
  Menlo Park, California 94025
  Tel: +1.650.328.4600 Fax: +1.650.463.2600
  www.lw.com
  FIRM / AFFILIATE OFFICES
  Abu Dhabi    Milan
  Barcelona    Moscow
  Beijing    Munich
  Boston    New Jersey
  Brussels    New York
  Chicago    Orange County
June 9, 2014   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.

Ardelyx, Inc.

34175 Ardenwood Blvd.

Fremont, CA 94555

 

  Re: Form S-1 Registration Statement File No. 333-196090
       Initial Public Offering of up to 4,140,000 Shares of Common Stock of Ardelyx, Inc.

Ladies and Gentlemen:

We have acted as special counsel to Ardelyx, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 4,140,000 shares of common stock, $0.0001 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 May 19, 2014 (Registration No. 333-196090) (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 issuance 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 filed as an exhibit to the Registration


June 9, 2014

Page 2

 

LOGO

 

Statement, the issuance 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