Exhibit 5.1
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July 11, 2017
Egalet Corporation
600 Lee Road., Suite 100
Wayne, PA 19087
Re: Prospectus Supplement to Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Egalet Corporation, a Delaware corporation (the “Company”), in connection with the sale by the Company of (i) 16,666,667 shares (the “Shares”) of its common stock, par value $0.001 per share (“Common Stock”), and (ii) warrants to purchase 16,666,667 shares of Common Stock (the “Warrants,” and collectively with the Shares, the “Securities”), pursuant to the Registration Statement on Form S-3 (File No. 333-209367) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and declared effective by the Commission on February 11, 2016, and the related Prospectus and Prospectus Supplement filed with the Commission. All of the Securities are to be sold by the Company as described in the Registration Statement and the related Prospectus and Prospectus Supplement.
In connection with this opinion (this “Opinion”), we have examined originals or copies (in each case signed, certified or otherwise proven to our satisfaction to be genuine) of: (i) the Registration Statement and the related Prospectus and Prospectus Supplement; (ii) the Company’s Third Amended and Restated Certificate of Incorporation (as amended to date); (iii) the Company’s Amended and Restated Bylaws as currently in effect; (iv) the Underwriting Agreement, dated July 6, 2017, by and between the Company and Cantor Fitzgerald & Co., as underwriter (the “Underwriting Agreement”); (v) the form of Warrant; (vi) minutes evidencing corporate action of the Company authorizing the issuance and sale of the Shares; and (vii) a certificate of an officer of the Company as to matters of fact material to this Opinion.
In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents, and the conformity to original documents of all documents submitted to us as copies, the legal capacity of natural persons who are signatories to the documents examined by us and the legal power and authority of all persons signing on behalf of parties (other than the Company) to all documents.
We have further assumed that the Securities will be issued and sold in the manner stated in the Registration Statement and the related Prospectus and Prospectus Supplement, and in compliance
with the applicable provisions of the Act and the rules and regulations of the Commission thereunder and the securities or blue sky laws of various states and the terms and conditions of the Underwriting Agreement.
Our opinions set forth herein are based solely upon the laws of the State of New York and the General Corporation Law of the State of Delaware as in effect on the date hereof, and we express no opinion with respect to any other laws, rules or regulations (including, without limitation, the application of the securities or “Blue Sky” laws of any state to the offer and/or sale of the Securities).
Based upon and subject to the foregoing, we are of the opinion that, as of the date hereof, (i) the Shares have been duly authorized for issuance by the Company and, when the Shares have been duly registered on the books of the transfer agent and registrar in the name and on behalf of the purchasers and have been issued by the Company and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable, (ii) the Warrants have been duly authorized by the Company and, when the Warrants have been duly registered on the books of the warrant agent and registrar in the name and on behalf of the purchase and have been issued by the Company and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, the Warrants will be legally valid and binding obligations of the Company and (iii) the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) have been duly authorized for issuance by the Company and, when the Warrant Shares have been duly registered on the books of the transfer agent and registrar in the name and on behalf of the holders and have been issued by the Company and delivered against payment therefor in accordance with the terms of the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this Opinion as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on July 11, 2017 and as an exhibit to any application under the securities or other laws of any state of the United States which relate to the offer and sale of the Shares. We further consent to the use of our name under the heading “Legal Matters” in the Prospectus Supplement related to the Registration Statement. In giving such consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder.
This Opinion is furnished to you in connection with the closing of the offer and sale of the Securities and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except as expressly provided in the preceding paragraph. This Opinion is furnished as of the date hereof and we disclaim any undertaking to update this Opinion after the date hereof or to advise you of any subsequent changes of the facts stated or assumed herein or of any subsequent changes in applicable law.
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| Very truly yours, |
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| /s/ Dechert LLP |
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