Exhibit 5.1
DLA Piper LLP (US)
4365 Executive Drive, Suite 1100
San Diego, California 92121-2133
T:(858) 677-1400
F:(858) 677-1401
www.dlapiper.com
April 17, 2019
Sientra, Inc.
420 South Fairview Avenue, Suite 200
Santa Barbara, CA 93117
Ladies and Gentlemen:
We have acted as legal counsel for Sientra, Inc., a Delaware corporation (the “Company ”), in connection with a Registration Statement onForm S-8 (the “Registration Statement ”) under the Securities Act of 1933, as amended (the “Securities Act ”), for the registration of an aggregate of 1,781,439 shares of common stock, $0.01 par value, of the Company (the “Common Stock ”) , including (i) 1,145,151 shares of Common Stock (the “EIP Shares”) pursuant to the Company’s 2014 Equity Incentive Plan (the “2014 EIP”), (ii) 286,288 shares of Common Stock (the “ESPP Shares”) pursuant to the Company’s 2014 Employee Stock Purchase Plan (the “ESPP”), and (iii) 350,000 shares of Common Stock (the “Inducement Shares” and together with the EIP Shares and the ESPP Shares, the “Shares”) pursuant to the Company’s Inducement Plan (the “Inducement Plan” and together with the ESPP and the 2014 EIP, the “Plans”).
In connection herewith, we have examined and relied without independent investigation as to matters of fact upon such certificates of public officials, such statements and certificates of officers of the Company and originals or copies certified to our satisfaction of the Registration Statement, the Plans, the Amended and Restated Certificate of Incorporation of the Company, and the Amended and Restated Bylaws of the Company as currently in effect and minutes of all pertinent meetings and actions of the Board of Directors of the Company.
In rendering this opinion, we have assumed the genuineness of all signatures on all documents examined by us, the due authority of the parties signing such documents, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and that the offer and sale of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the Plans. The Company has represented to us and we have also assumed that the Company has reserved from its duly authorized capital stock a sufficient number of shares of common stock for issuance under the Plans. We have also assumed that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved common stock, solely for the purpose of enabling it to issue the Shares in accordance with the Plans, as applicable, the number of Shares which are then issuable and deliverable upon the settlement of awards under the Plans.
We do not express any opinion herein concerning any law other than the laws of the State of California, Delaware General Corporation Law and the federal law of the United States. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.
This opinion speaks only at and as of its date and is based solely on the facts and circumstances known to us and as of such date. In addition, in rendering this opinion, we assume no obligation to revise, update or supplement this opinion (i) should the present aforementioned laws be changed by legislative action, judicial decision or otherwise, or (ii) to reflect any facts or circumstances which may hereafter come to our attention.
