Exhibit 5.1
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| | Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.493.9300 F: 650.493.6811 |
November 13, 2020
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 Form S-3 (Registration No. 333-249999) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), that is automatically effective under the Act pursuant to Rule 462(e) promulgated thereunder. Pursuant to the Registration Statement, the Company has issued and sold an aggregate of 7,010,528 shares (including 914,416 shares issued and sold in connection with the underwriters’ exercise of their option to purchase additional shares from the Company) of its common stock (the “Common Stock”) $0.001 par value per share (the “Company Shares”) pursuant to that certain underwriting agreement, dated November 10, 2020 (the “Underwriting Agreement”), by and among the Company, Morgan Stanley & Co. LLC and Cowen and Company, LLC, as representatives of the several underwriters named in Schedule A thereto, and the stockholder of the Company named in Schedule B thereto (the “Selling Stockholder”). In addition, pursuant to the Registration Statement, the Selling Stockholder has sold an aggregate of 1,500,000 shares (including 195,652 shares issued and sold in connection with the underwriters’ exercise of their option to purchase additional shares from the Selling Stockholder) of the Common Stock (the “Selling Stockholder Shares” and, together with the Company Shares, the “Shares”) pursuant to the Underwriting Agreement.
We have examined the Registration Statement, together with the documents incorporated by reference therein; the related prospectus, dated November 10, 2020, filed with the Registration Statement (the “Base Prospectus”); the preliminary prospectus supplement, dated November 10, 2020, 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 November 10, 2020, 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 and the Selling Stockholder); (v) that the
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