Exhibit 5.1
| | | | |
| | 650 Town Center Drive, 20th Floor |
| | Costa Mesa, California 92626-1925 |
| | Tel: +1.714.540.1235 Fax: +1.714.755.8290 |
| | www.lw.com |
 | | FIRM / AFFILIATE OFFICES |
| | Austin | | Milan |
| | Beijing | | Moscow |
| | Boston | | Munich |
| | Brussels | | New York |
| | Century City | | Orange County |
| March 15, 2022 | | Chicago | | Paris |
| | Dubai | | Riyadh |
| | Düsseldorf | | San Diego |
| | Frankfurt | | San Francisco |
| | Hamburg | | Seoul |
| | Hong Kong | | Shanghai |
Inari Medical, Inc. 6001 Oak Canyon, Suite 100 Irvine, CA 92618 | | Houston | | Silicon Valley |
| | London | | Singapore |
| | Los Angeles | | Tokyo |
| | Madrid | | Washington, D.C. |
| Re: | Registration Statement on Form S-3 (No. 333-261882) |
| | Up to 2,300,000 shares of common stock, $0.001 par value per share |
To the addressee set forth above:
We have acted as special counsel to Inari Medical, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 2,300,000 shares of common stock, $0.001 par value per share (“Common Stock”), which includes up to 300,000 shares of Common Stock that may be issued and sold upon exercise of the underwriters’ option to purchase additional shares (the “Shares”). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on December 23, 2021 (Registration No. 333- 261882) (as amended, the “Registration Statement”) and are being offered pursuant to a base prospectus dated December 23, 2021 (the “Base Prospectus”) and a prospectus supplement dated March 10, 2022 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to an underwriting agreement dated March 10, 2022 among the Company and BofA Securities, Inc and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule A thereto (the “Underwriting Agreement”). 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, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
