Exhibit 5.2
| | |
Ryan S Sansom | | |
T: +1 617 937 2335 | | |
rsansom@cooley.com | | |
September 8, 2020
ObsEva SA
Chemin des Aulx, 12
1228 Plan-les-Ouates
Geneva, Switzerland
Ladies and Gentlemen:
We have acted as special counsel for ObsEva SA, a société anonyme organized under the laws of Switzerland (the “Company”), with respect to certain matters in connection with the sale by the Company of (i) an aggregate of (a) 5,490,000 common shares of the Company (the “Common Shares”) and (b) 958,240 pre-funded warrants to purchase 958,240 Common Shares (the “Pre-Funded Warrants”) and (ii) warrants to purchase up to 6,448,240 Common Shares (the “Purchase Warrants” and, together with the Pre-Funded Warrants, the “Warrants”), pursuant to a Registration Statement on Form S-3 (Registration Statement No. 333-233069) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the prospectus included within the Registration Statement (the “Base Prospectus”), and the prospectus supplement dated September 3, 2020, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (the “Prospectus Supplement”). The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus.”
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the Prospectus, (b) the form of Pre-Funded Warrant, to be filed as an exhibit to a Report on Form 6-K filed with the Commission, (c) the form of Purchase Warrant, to be filed as an exhibit to a Report on Form 6-K filed with the Commission, and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have undertaken no independent verification with respect to such matters. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by persons where authorization, execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.
Our opinion is expressed only with respect to the law of the State of New York. We express no opinion as to whether the laws of any particular jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof. We note that the Company is organized under the laws of Switzerland. We have assumed all matters determinable under the laws of Switzerland, including without limitation the valid existence and good standing of the Company, the corporate power of the Company to authorize, execute and deliver the Warrants and perform its obligation hereunder and the due authorization of the Warrants by the Company, and understand that you are obtaining an opinion from another law firm with respect to certain of such matters. With regard to our opinion below:
(i) Our opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law.
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