Exhibit 5.1
[Letterhead of Morgan, Lewis & Bockius LLP]
August 11, 2017
Antares Pharma, Inc.
100 Princeton South, Suite 3000
Ewing, New Jersey 08628
| RE: | Antares Pharma, Inc., Registration Statement on FormS-3 (File No. 333-217808) |
Ladies and Gentlemen:
We have acted as counsel to Antares Pharma, Inc., a Delaware corporation (the “Company”), in connection with the filing of the referenced Registration Statement on FormS-3 (No.333-217808) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2017 and declared effective by the SEC on May 18, 2017, the prospectus included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement of the Company dated August 11, 2017, including the accompanying Base Prospectus (filed by the Company with the SEC on August 11, 2017 pursuant to Rule 424(b) promulgated under the Act (the “Prospectus”), relating to the offering and sale by the Company of up to $30.0 million aggregate offering price of shares (the “Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”) in an “at the market offering” as defined in Rule 415 of the Act in accordance with the Sales Agreement, dated August 11, 2017, between the Company and Cowen and Company, LLC (the “Agreement”).
In connection with this opinion letter, we have examined the Registration Statement, the Base Prospectus, the Prospectus, the Agreement, and originals, or copies certified or otherwise identified to our satisfaction, of the Certificate of Incorporation of the Company, as amended, the Amended and RestatedBy-laws of the Company, and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when the terms of the issuance and sales of the Shares have been duly approved by all necessary corporate action by the Company, the Shares, when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Registration Statement, the Prospectus, and the Agreement, will be validly issued, fully paid andnon-assessable.
The opinions expressed herein are limited to the laws of the State of Delaware.
We hereby consent to the use of this opinion as Exhibit 5.1 to a Current Report on Form8-K and to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.
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Very truly yours, |
| /s/ MORGAN, LEWIS & BOCKIUS LLP |
