Attached files
file | filename |
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EX-3.1 - EXHIBIT 3.1 - VIEWRAY INC | d812636dex31.htm |
EX-23.1 - EXHIBIT 23.1 - VIEWRAY INC | d812636dex231.htm |
EX-10.8(A) - EXHIBIT 10.8(A) - VIEWRAY INC | d812636dex108a.htm |
S-1/A - FORM S-1 AMENDMENT NO. 7 - VIEWRAY INC | d812636ds1a.htm |
Exhibit 5.1
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 | |||||
Century City | Orange County | |||||
March 25, 2015 | Chicago | Paris | ||||
Doha | Riyadh | |||||
Dubai | Rome | |||||
Düsseldorf | San Diego | |||||
Frankfurt | San Francisco | |||||
Hamburg | Shanghai | |||||
Hong Kong | Silicon Valley | |||||
ViewRay Incorporated 2 Thermo Fisher Way Oakwood Village, Ohio 44146 |
Houston | Singapore | ||||
London | Tokyo | |||||
Los Angeles | Washington, D.C. | |||||
Madrid | ||||||
Re: | Form S-1 Registration Statement File No. 333-202107 Initial Public Offering of up to 4,600,000 Shares of Common Stock of ViewRay Incorporated |
Ladies and Gentlemen:
We have acted as special counsel to ViewRay Incorporated, a Delaware corporation (the Company), in connection with the proposed issuance of up to 4,600,000 shares of common stock, $0.01 par value per share (the Shares). The Shares are included in a registration statement on Form S1 under the Securities Act of 1933, as amended (the Act), initially filed with the Securities and Exchange Commission (the Commission) on February 13, 2015 (Registration No. 333-20217) (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 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 in the circumstances
March 25, 2015
Page 2
contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration 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.
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 |