Attached files
file | filename |
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8-K - 8-K - TherapeuticsMD, Inc. | d768474d8k.htm |
EX-1.1 - EX-1.1 - TherapeuticsMD, Inc. | d768474dex11.htm |
Exhibit 5.1
[Letterhead of Greenberg Traurig, LLP]
August 4, 2014
TherapeuticsMD, Inc.
6800 Broken Sound Parkway NW
Third Floor
Boca Raton, FL 33487
Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
As legal counsel to TherapeuticsMD, Inc., a Nevada corporation (the Company), we have assisted in the preparation of the Companys Registration Statement on Form S-3 (File No. 333-186189) (the Shelf Registration Statement), filed with the Securities and Exchange Commission (the Commission) on January 25, 2013 pursuant to the Securities Act of 1933, as amended (the Securities Act), and declared effective by the Commission on February 5, 2013, the prospectus supplement dated July 30, 2014 (the Prospectus Supplement), filed with the Commission under Rule 424(b) of the Securities Act, and the registration statement on Form S-3 (File No. 333-197699) (the 462(b) Registration Statement and together with the Shelf Registration Statement, the Registration Statement), filed with the Commission on July 29, 2014 pursuant to Rule 462(b) of the Securities Act, relating to the proposed offering (the Offering) of up to 9,850,106 shares of the Companys Common Stock, par value $0.001 per share (the Shares). The facts, as we understand them, are set forth in the Registration Statement.
With respect to the opinions set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies, only of the following:
A. | The Amended and Restated Articles of Incorporation of the Company, as amended and restated to date; |
B. | The Bylaws of the Company, as amended to date; |
C. | The Shelf Registration Statement; |
D. | The 462(b) Registration Statement; |
E. | The Prospectus Supplement; |
F. | The Underwriting Agreement, dated July 29, 2014 (the Underwriting Agreement), by and between Goldman, Sachs & Co., as the representative of the underwriters named therein (collectively, the Underwriters), and the Company; |
G. | The resolutions of the board of directors of the Company and the pricing committee of the board of directors relating to the approval of the filing of the Registration Statement and transactions in connection therewith, including the Offering; and |
H. | Such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein. |
TherapeuticsMD, Inc.
August 4, 2014
Page 2
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of originals or such latter documents.
Based solely upon and subject to the foregoing, and subject to the assumptions, limitations and qualifications stated herein, we are of the opinion that the Shares have been duly authorized and, when issued and sold in the manner and under the terms described in the Registration Statement, the Prospectus Supplement and the Underwriting Agreement, will be validly issued, fully paid, and nonassessable.
We express no opinion as to the applicability or effect of any laws, orders, or judgments of any state or other jurisdiction other than the federal securities laws of the United States of America and the substantive laws of the state of Nevada, including interpretations of such laws and reported judicial decisions relating thereto. Further, our opinion is based solely upon existing laws, rules and regulations and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof.
We understand that this opinion is to be used in connection with the Registration Statement. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Companys Current Report on Form 8-K to be filed on August 4, 2014 and to the reference to this firm under the caption Legal Matters in the Prospectus Supplement constituting a part of the Registration Statement. In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
Very truly yours, |
/s/ Greenberg Traurig, LLP |
Greenberg Traurig, LLP |