Exhibit 5.1
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![LOGO](https://capedge.com/proxy/8-K/0001193125-18-274151/g622061g31y45.jpg) | | 650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com |
September 14, 2018
Pacific Biosciences of California, Inc.
1305 O’Brien Drive
Menlo Park, CA 94025
Ladies and Gentlemen:
We have acted as counsel to Pacific Biosciences of California, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on FormS-3 (Registration No. 333-219642), as amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), and declared effective on August 18, 2017. Pursuant to the Registration Statement, the Company has issued and sold 16,235,294 shares of its common stock $0.001 par value per share (the “Shares”) pursuant to that certain underwriting agreement, dated September 11, 2018 (the “Underwriting Agreement”), by and among the Company, Cowen and Company, LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters named in Schedule A thereto.
We have examined the Registration Statement, together with the documents incorporated by reference therein; the related prospectus, dated August 18, 2017, filed with the Registration Statement (the “Base Prospectus”); the preliminary prospectus supplement, dated September 10, 2018, in the form filed with the Commission pursuant to Rule 424(b) of the Act relating to the offering of the Shares; and the final prospectus supplement, dated September 11, 2018, in the form filed with the Commission pursuant to Rule 424(b) of the Act relating to the offering of the Shares (together with the Base Prospectus, the “Prospectus”). In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such other instruments, documents, certificates and records which we have 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; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; (iv) the Underwriting Agreement has been duly authorized and validly executed and delivered by the parties thereto (other than the Company); (v) that the Shares will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus; and (vi) the legal capacity of all natural persons. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.
AUSTIN BEIJING BOSTON BRUSSELS HONGKONG LONDON LOSANGELES NEWYORK PALOALTO
SANDIEGO SANFRANCISCO SEATTLE SHANGHAI WASHINGTON,DC WILMINGTON,DE