EXHIBIT 5.1
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| | ATTORNEYS AT LAW |
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| 111 HUNTINGTON AVENUE |
| SUITE 2500 |
| BOSTON, MA 02199-7610 |
| 617.342.4000 TEL |
| 617.342.4001 FAX |
| foley.com |
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November 15, 2012 | CLIENT/MATTER NUMBER |
| 051892-0413 |
MAKO Surgical Corp.
2555 Davie Road
Fort Lauderdale, Florida 33317
Ladies and Gentlemen:
We have acted as securities counsel for MAKO Surgical Corp., a Delaware corporation (the “Company”), in conjunction with the preparation of a Registration Statement on Form S-3 (Registration No. 333-181277) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), including the prospectus constituting a part thereof, dated May 9, 2012, and the final prospectus supplement, dated November 14, 2012 (collectively, the “Prospectus”), filed by the Company with the Commission under the Securities Act relating to the issuance and sale of 3,042,000 shares of the Company’s common stock, $.001 par value per share, in a public offering (the “Offering Shares”).
In connection with our representation, we have examined: (i) the Registration Statement; (ii) the Prospectus; (iii) the Company’s Third Amended and Restated Certificate of Incorporation and Fourth Amended and Restated Bylaws; (iv) resolutions of the Company’s Board of Directors and the Pricing Committee of the Board of Directors of the Company relating to the authorization of the issuance of the Offering Shares subject to the Registration Statement; and (v) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.
In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that the Offering Shares covered by the Registration Statement, when issued and paid for in the manner contemplated in the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.
We consent to the deemed incorporation by reference of this opinion into the Registration Statement and the references to our firm therein. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
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| Very truly yours, |
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| /s/ Foley & Lardner LLP |
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| | | | | | | | WASHINGTON, D.C. |
