EX-5.1
Published on August 20, 2015
EXHIBIT 5.1
[Letterhead of Greenberg Traurig, LLP]
August 20, 2015
OPKO Health, Inc.
4400 Biscayne Blvd.
Miami, Florida 33137
Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
On or about the date hereof, OPKO Health, Inc., a Delaware corporation (the Company), is filing with the Securities and Exchange Commission (the Commission) a Registration Statement on Form S-8 (the Registration Statement), under the Securities Act of 1933, as amended (the Act). The Registration Statement relates to the offering and sale by the Company of up to 275,000 shares of the Companys common stock, par value $0.01 per share (the Common Stock), to be issued pursuant to equity awards (Awards) granted under the Bio-Reference Laboratories, Inc. 2003 Employee Incentive Stock Option Plan (the Plan). We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement.
In connection therewith, we have examined and relied upon the original or a copy, certified to our satisfaction, of (i) the Amended and Restated Certificate of Incorporation and Amended and Restated By-laws of the Company, each as amended to the date hereof; (ii) records of corporate proceedings of the Company related to the Plan; (iii) the Registration Statement and exhibits thereto; and (iv) such other documents and instruments as we have deemed necessary for the expression of the opinions herein contained. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. We have also relied, to the extent we deemed reasonably appropriate, upon representations and other factual statements of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that assuming that (i) the Company maintains an adequate number of authorized and unissued shares of Common Stock available for issuance pursuant to the Plan and (ii) the consideration, if any, required to be paid in connection with the issuance of underlying shares of Common Stock issued pursuant to Awards is actually received by the Company as provided in any such Award, the shares of Common Stock issued pursuant to the Plan will be duly authorized, validly issued, fully paid and nonassessable.
This opinion is rendered solely in connection with the transactions covered hereby. This opinion may not be relied upon by you for any other purpose, without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission thereunder.
The opinions expressed herein are specifically limited to the General Corporation Law of the State of Delaware (including the reported judicial decisions interpreting such laws) and the federal laws of the United States of America and are as of the date hereof. We assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
Very truly yours,
/s/ Greenberg Traurig, LLP |
GREENBERG TRAURIG, LLP |