EX-5.1
Published on August 30, 2013
EXHIBIT 5.1
Akerman Senterfitt
One Southeast Third Avenue, 25th Floor
Miami, FL 33131
August 29, 2013
OPKO Health, Inc.
4400 Biscayne Boulevard
Miami, Florida 33137
Ladies and Gentlemen:
We have acted as counsel to OPKO Health, Inc., a Delaware corporation (the Company), in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the Registration Statement), under the Securities Act of 1933, as amended (the Securities Act). Such Registration Statement relates to the registration by the Company of 7,632,439 shares of common stock, par value $0.01 per share, of the Company (the Common Stock) that may be issued pursuant to the Modigene Inc. 2005 Stock Incentive Plan and the Modigene Inc. 2007 Equity Incentive Plan (the Plans).
In connection with the Registration Statement, we have examined originals or copies, certified or otherwise identified to our satisfaction of such documents, corporate records, certificates and other instruments, and have conducted such other investigations of fact and law, as we have deemed necessary or advisable for the purposes of this opinion. In our examination of these documents, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all copies.
Based upon the foregoing examination, we are of the opinion that the shares of Common Stock have been duly authorized and the shares when issued and delivered in accordance with the terms of the Plans will be validly issued, fully paid and non-assessable shares of Common Stock of the Company.
The opinion expressed herein is limited to the federal securities laws of the United States of America and the corporate laws of the State of Delaware. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ AKERMAN SENTERFITT