Attached files

file filename
8-K - FORM 8-K - BIOSPECIFICS TECHNOLOGIES CORPd90221d8k.htm
EX-1.1 - EX-1.1 - BIOSPECIFICS TECHNOLOGIES CORPd90221dex11.htm

Exhibit 5.1

 

LOGO

August 31, 2020

BioSpecifics Technologies Corp.

2 Righter Parkway, Suite 200

Wilmington, Delaware 19803

 

RE:

BioSpecifics Technologies Corp. – Registration Statement on Form S-3 (File No. 333-239484)

Ladies and Gentlemen:

We have acted as counsel to BioSpecifics Technologies Corp., a Delaware corporation (the “Company”), in connection with the filing of a prospectus supplement, dated August 31, 2020 (the “Prospectus”), by the Company with the Securities and Exchange Commission (the “Commission”) on August 31, 2020 pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended (the “Act”), relating to the offer and sale by the Company of up to $75,000,000 aggregate offering price of shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), in an “at the market offering” as defined in Rule 415 of the Act in accordance with the At-The-Market Equity Offering Sales Agreement, dated August 31, 2020, among the Company, Stifel, Nicolaus & Company, Incorporated, and Oppenheimer & Co. Inc. (the “Sales Agreement”).

As to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention or other state of mind), we have relied, with your permission, entirely upon written actions by the board of directors of the Company and certificates of certain officers of the Company and have assumed, without independent inquiry, the accuracy of those certificates and written actions by the board of directors of the Company.

As counsel to the Company, in rendering the opinions hereinafter expressed, we have examined and relied upon originals or copies of such corporate records, agreements, documents and instruments as we have deemed necessary or advisable for purposes of this opinion, including (i) the certificate of incorporation and bylaws of the Company, (ii) the Registration Statement and the exhibits thereto filed with the Commission, (iii) the Prospectus, (iv) the Sales Agreement, and (v) the written actions of the board of directors referenced above.

This opinion is limited solely to the Delaware General Corporation Law without regard to choice of law, to the extent that the same may apply to or govern the transactions contemplated by the Registration Statement. We express no opinion as to the effect of events occurring, circumstances arising, or changes of law becoming effective or occurring, after the date hereof on the matters addressed in this opinion.

Based on such examination and subject to the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and sold by the Company and delivered by the Company against payment therefor as contemplated by the Sales Agreement and a Terms Agreement (as defined in the Sales Agreement), will be validly issued, fully paid and non-assessable.

 

    Morgan, Lewis & Bockius LLP
    One Federal Street      
    Boston, MA 02110-1726    LOGO    +1.617.341.7700
    United States    LOGO    +1.617.341.7701


BioSpecifics Technologies Corp.

August 31, 2020

Page 2

We hereby consent to the filing of this opinion with the Commission as an exhibit to a Current Report on Form 8-K to be filed with the Commission (and its incorporation by reference into the Registration Statement) in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act and to the reference to this firm therein and under the heading “Legal Matters” in the Prospectus. In giving this consent, we do not 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. In rendering this opinion, we are opining only as to the specific legal issues expressly set forth herein, and no opinion shall be inferred as to any other matter or matters. This opinion is intended solely for use in connection with the issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP