EXHIBITS 5.1 AND 23.2
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Davis Polk & WardwellLLP 1600 El Camino Real Menlo Park, CA 94025 | | 650 752 2000 tel 650 752 2111 fax | | | | |
November 12, 2019
ShockWave Medical, Inc.
5403 Betsy Ross Drive
Santa Clara, California 95054
Ladies and Gentlemen:
ShockWave Medical, Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on FormS-1 (the “Registration Statement”) and the related prospectus (the “Prospectus”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), $86,250,000 of shares of its common stock, par value $0.001 per share (the “Securities”), including $11,250,000 of shares of its common stock subject to the underwriters’ option to purchase additional shares, as described in the Registration Statement.
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, when the price at which the Securities to be sold has been approved by or on behalf of the Board of Directors of the Company and when the Securities have been issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement referred to in the prospectus which is a part of the Registration Statement, the Securities will be validly issued, fully paid andnon-assessable.