Exhibit 5.1
June 16, 2022
Second Sight Medical Products, Inc.
13170 Telfair Ave
Sylmar, CA 91342
| Re: | Registration Statement No. 333-264959; 134,349,464 shares of common stock, no par value per share |
Ladies and Gentlemen:
We have acted as special counsel to Second Sight Medical Products, Inc., a California corporation (the “Company”), in connection with the proposed issuance of up to 134,349,464 shares of common stock, no par value per share (the “Shares”). The Shares are included in a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on May 13, 2022 (Registration No. 333-264959) (as amended, the “Registration Statement”), in connection with that certain Agreement and Plan of Merger dated as of February 4, 2022 (the “Merger Agreement”), by and among the Company, NPM Acquisition Corp., and Nano Precision Medical, Inc. (“NPM”), which is included as Annex A to the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issuance of the Shares.
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined such matters of fact and questions of law as we have considered appropriate for the purposes of this letter. In connection with the issuance of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Merger Agreement; (ii) the Registration Statement and all exhibits thereto; (iii) the Company’s articles of incorporation as presently in effect; (iv) the Company’s bylaws as presently in effect; (v) certain resolutions adopted by the Company’s board of directors and committees thereof, relating to the authorizations of the filing of the Registration Statement, the execution and delivery of the Merger Agreement, the issuance and sale of the Shares, and other related matters; and (vi) such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below, subject to the assumptions, limitations, and qualifications stated herein.
We have also examined and relied on originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records, certificates of public officials, and other instruments as we have deemed necessary or appropriate for the purposes of this opinion. In such examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the persons executing the documents we have examined have the legal capacity to execute such documents; (iii) the conformity to the originals of all documents submitted to us as copies; (iv) the truth, accuracy, and completeness of the information, representations, and warranties contained in the Registration Statement, the Merger Agreement, and other records, documents, instruments, and certificates we have reviewed; (v) that all Shares will be issued in the manner stated in the Merger Agreement and the Registration Statement. As to any facts material to the opinions expressed herein, we have relied upon statements and representations of officers and other representatives of the Company and others.
Based upon the foregoing, and subject to the qualifications, assumptions, and limitations stated herein, it is our opinion that upon the approval by the shareholders of the Company of the issuance of the Shares and effectiveness of all other approvals for the issuance of the Shares referred to in the Registration Statement, when the Registration Statement has been declared effective and the Shares have been issued in the manner contemplated by, and upon the terms and conditions set forth in the Registration Statement and the Merger Agreement, the Shares will be validly issued, fully paid, and nonassessable.
