Exhibit 5.1
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Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 |
650 752 2000 tel 650 752 2111 fax | |||||||||
December 22, 2017
ViewRay, Inc.
2 Thermo Fisher Way
Oakwood Village, OH 44146
Ladies and Gentlemen:
ViewRay, Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on FormS-3 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), the 6,697,443 shares of its common stock, par value $0.01 per share (the “Securities”) which were sold pursuant to the Securities Purchase Agreement dated October 23, 2017 (the “Fosun Purchase Agreement”) by and among the Company, Strong Influence Limited, a British Virgin Islands corporation (“Strong Influence”), and Fosun International Limited, and the Securities Purchase Agreement dated October 23, 2017 by and among the Company and the investors named therein (together with the Fosun Purchase Agreement, the “Purchase Agreements”).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, we advise you that, in our opinion, the Securities have been validly issued and are fully paid and non-assessable.
We are members of the Bars of the States of New York and California and the foregoing opinion is limited to the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP