Attached files

file filename
8-K - 8-K - Ignyta, Inc.d187595d8k.htm
EX-1.1 - EX-1.1 - Ignyta, Inc.d187595dex11.htm
EX-99.2 - EX-99.2 - Ignyta, Inc.d187595dex992.htm
EX-99.1 - EX-99.1 - Ignyta, Inc.d187595dex991.htm

Exhibit 5.1

 

  12670 High Bluff Drive
  San Diego, California 92130
 

Tel: +1.858.523.5400

Fax: +1.858.523.5450

www.lw.com

  FIRM / AFFILIATE OFFICES
  Barcelona    Moscow
  Beijing    Munich
  Boston    New Jersey
  Brussels    New York
  Century City    Orange County
  Chicago    Paris
April 29, 2016   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.
  Milan   

Ignyta, Inc.

11111 Flintkote Avenue

San Diego, California 92121

 

  Re: Registration Statement on Form S-3 (333-208743); 9,200,000 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 9,200,000 shares of common stock, $0.0001 par value per share, including up to 1,200,000 shares of common stock of the Company issuable 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”), initially filed with the Securities and Exchange Commission (the “Commission”) on December 23, 2015 (Registration No. 333–208743) (as so filed and as amended, the “Registration Statement”), a base prospectus dated April 21, 2016 included in the Registration Statement (the “Base Prospectus”), a preliminary prospectus supplement dated April 27, 2016 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 April 28, 2016 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 April 28, 2016 by and among J.P. Morgan Securities LLC and Piper Jaffray & Co., as representatives of the several underwriters listed on Schedule 1 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


April 29, 2016

Page 2

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 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 April 29, 2016 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