Exhibit 5.1
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| | Wilson Sonsini Goodrich & Rosati PROFESSIONALCORPORATION | | 650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com |
December 11, 2018
Fluidigm Corporation
7000 Shoreline Court, Suite 100
South San Francisco, California 94080
Re: Registration Statement on FormS-3
Ladies and Gentlemen:
This opinion is furnished to you in connection with the offering by Fluidigm Corporation, a Delaware corporation (the “Company”), of 9,372,500 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), including up to 1,222,500 shares that may be sold pursuant to the exercise of an option to purchase additional shares of common stock of the Company, pursuant to a Registration Statement on FormS-3 (RegistrationNo. 333-216542) (the “Registration Statement”), filed by the Company on March 8, 2017, as amended on April 28, 2017, with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement related to the Shares to be filed by the Company with the SEC pursuant to Rule 424 (b) promulgated under the Securities Act (together with the Base Prospectus, the “Prospectus”).
We understand that the Shares are to be sold to the underwriters for resale to the public as described in the Prospectus and pursuant to a purchase agreement to be entered into by and between the Company, Piper Jaffray & Co. and UBS Securities LLC as representatives of the several underwriters, substantially in the form attached as an exhibit to a Current Report on Form8-K to be filed on or about December 12, 2018 by the Company with the SEC for incorporation by reference into the Registration Statement (the “Purchase Agreement”).
We are acting as counsel for the Company in connection with the sale of the Shares by the Company. In such capacity, we have examined the Registration Statement (including exhibits
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