Exhibit 5.1
C. Thomas Hopkins
T: +1 310 883 6417
thopkins@cooley.com
October 29, 2014
Sientra, Inc.
420 South Fairview Avenue, Suite 200
Santa Barbara, CA 93117
Ladies and Gentlemen:
You have requested our opinion, as counsel to Sientra, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission, covering the offering of up to an aggregate of 2,914,922 shares of the Company’s Common Stock, $0.01 par value (the “Shares”), including (i) 1,631,922 shares (the “2007 Plan Shares”) reserved for issuance upon the exercise of options issued under the Company’s 2007 Equity Incentive Plan (the “2007 Plan”), (ii) 1,027,500 shares (the “2014 Plan Shares”) reserved for issuance under the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), and (iii) 255,500 shares (the “ESPP Shares”) reserved for issuance pursuant to the Company’s 2014 Employee Stock Purchase Plan (the “ESPP,” and collectively with the 2007 Plan and the 2014 Plan, the “Plans”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses, the Company’s Amended and Restated Certificate of Incorporation, as amended, and Bylaws, as amended, its forms of Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to be effective upon the closing of the Company’s initial public offering, the Plans and 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. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof.
Our opinion is expressed only with respect to the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the 2007 Plan Shares, when sold and issued in accordance with the 2007 Plan, the 2014 Plan Shares, when sold and issued in accordance with the 2014 Plan, and the ESPP Shares, when sold and issued in accordance with the ESPP, and in each case when sold and issued in accordance with the Registration Statement and related prospectuses, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
1333 2ND STREET, SUITE 400, SANTA MONICA, CA 90401 T: (310) 883-6400 F: (310) 883-6500 WWW.COOLEY.COM
Sientra, Inc.
October 29, 2014
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
By: | /s/ C. Thomas Hopkins |
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| C. Thomas Hopkins |
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1333 2ND STREET, SUITE 400, SANTA MONICA, CA 90401 T: (310) 883-6400 F: (310) 883-6500 WWW.COOLEY.COM