Exhibit 5.1
| | |
 | | Wilson Sonsini Goodrich & Rosati
Professional Corporation 650 Page Mill Road
Palo Alto, California 94304-1050 O: 650.493.9300
F: 650.493.6811 |
April 21, 2020
Cutera, Inc.
3240 Bayshore Blvd.
Brisbane, California 94005
Ladies and Gentlemen:
We have acted as counsel to Cutera, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) on April 2, 2019 of a registration statement on FormS-3 (FileNo. 333-237552) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”); the prospectus contained within the Registration Statement (the “Prospectus”); and the prospectus supplement to the Registration Statement dated April 16, 2020 (the “Prospectus Supplement”) filed with the Commission. The Prospectus Supplement relates to the offering by the Company of up to 2,742,750 shares of the Company’s common stock (the “Common Stock”), $0.001 par value per share (the “Shares”), covered by the Registration Statement. The Shares include an option granted to the underwriter of the offering to purchase 357,750 shares of Common Stock.
The offering and sale of the Shares are being made pursuant to the Purchase Agreement (the “Underwriting Agreement”), dated as of April 16, 2020, by and between the Company and Piper Sandler & Co.
We have examined copies of the Underwriting Agreement, the Registration Statement, the base prospectus that forms a part thereof and the prospectus supplement thereto related to the offering of the Shares. We have also examined instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed.
In such examination, we have assumed (i) the authenticity of original documents and the genuineness of all signatures, (ii) the conformity to the originals of all documents submitted to us as copies, and (iii) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based on and subject to the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable.
We express no opinion herein as to the laws of any state or jurisdiction, other than the Federal laws of the United States of America and the General Corporation Law of the State of Delaware, as such are in effect on the date hereof, and we have made no inquiry into, and we express no opinion as to, the statutes, regulations, treaties, common laws or other laws of any other nation, state or jurisdiction.
AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
