Attached files

file filename
8-K - FORM 8-K - Ignyta, Inc.d941474d8k.htm
EX-1.1 - EX-1.1 - Ignyta, Inc.d941474dex11.htm
EX-99.2 - EX-99.2 - Ignyta, Inc.d941474dex992.htm
EX-99.1 - EX-99.1 - Ignyta, Inc.d941474dex991.htm

Exhibit 5.1

 

12670 High Bluff Drive
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Tel: +1.858.523.5400 Fax: +1.858.523.5450
www.lw.com
FIRM / AFFILIATE OFFICES
Abu Dhabi Milan
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Boston New Jersey
Brussels New York
June 12, 2015 Century City Orange County
Chicago Paris
Doha Riyadh
Dubai Rome
Düsseldorf San Diego
Frankfurt San Francisco
Hamburg Shanghai
Hong Kong Silicon Valley
Houston Singapore
London Tokyo
Los Angeles Washington, D.C.
Ignyta, Inc. Madrid
11111 Flintkote Avenue
San Diego, California 92121

 

  Re: Registration Statement on Form S-3 (333-202403); 4,928,571 shares of Common Stock, par value $0.0001 per share

Ladies and Gentlemen:

We have acted as special counsel to Ignyta, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 4,928,571 shares of common stock, $0.0001 par value per share, including up to 642,857 shares of common stock of the Company issued upon exercise of the underwriters’ option to purchase additional shares (the “Shares”). The Shares are included in a registration statement on Form S–3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on March 2, 2015 (Registration No. 333–202403) (the “Registration Statement”), a base prospectus dated March 13, 2015 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), a preliminary prospectus supplement dated June 9, 2015 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Preliminary Prospectus”) and a prospectus supplement dated June 10, 2015 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to an underwriting agreement dated June 10, 2015 by and among Credit Suisse Securities (USA), LLC, Jefferies LLC, Leerink Partners LLC and Piper Jaffray & Co., as representatives of the several underwriters listed on Schedule A thereto, and the Company (the “Underwriting Agreement”). 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, the Preliminary Prospectus or 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


June 12, 2015

Page 2

 

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 Underwriting Agreement, 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 Company’s Form 8-K dated June 12, 2015 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