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 | | |
September 17, 2018
ViewRay, Inc.
2 Thermo Fisher Way
Oakwood Village, OH 44146
Ladies and Gentlemen:
We have acted as special counsel to ViewRay, Inc., a Delaware corporation (the “Company”), and are delivering this opinion in connection with the Company’s Registration Statement on FormS-8 (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for the registration of 1,000,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.01 per share, issuable pursuant to the ViewRay, Inc. 2018 Equity Inducement Award Program (the “Program”).
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.
On the basis of the foregoing, we are of the opinion that the Shares have been duly authorized and, when and to the extent issued pursuant to the Program upon receipt by the Company of the payment therefor, will be validly issued, fully paid andnon-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 Exhibit 5.1 to 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.
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| Very truly yours, |
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| /s/ Davis Polk & Wardwell LLP |
