Exhibit 5.1
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| ATTORNEYS AT LAW |
| Broomfield, CO | |
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| 720 566-4000 | |
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| 4401 Eastgate Mall |
| Palo Alto, CA | |
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| San Diego, CA |
| 650 843-5000 | |
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| 92121-1909 |
| Reston, VA | |
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| Main | 858 550-6000 |
| 703 456-8000 |
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| Fax | 858 550-6420 |
| San Francisco, CA |
July 25, 2006 |
| www.cooley.com |
| 415 693-2000 | |
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| Washington, DC | |
Arena Pharmaceuticals, Inc. |
| STEVEN M. PRZESMICKI |
| 202 842-7800 | |
6166 Nancy Ridge Drive |
| (858) 550-6070 |
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San Diego, CA 92121 |
| przes@cooley.com |
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Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the filing by Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), of a Registration Statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission, including a related prospectus filed with the Registration Statement (the “Prospectus”), pursuant to which the Company is registering for resale under the Securities Act of 1933, as amended, on behalf of a selling stockholder, up to 829,856 shares of Common Stock (the “Shares”) issuable upon the exercise of a warrant held by such selling stockholder (the “Warrant”).
In connection with this opinion, we have examined the Registration Statement and related Prospectus, the Warrant, the Company’s Restated Certificate of Incorporation, as amended, its Amended and Restated Bylaws, and such other records, documents, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and paid for in accordance with the terms of the Warrant, will be validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
Cooley Godward LLP | |||
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By: | /s/ Steven M. Przesmicki |
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| Steven M. Przesmicki |