Simpson Thacher & Bartlett LLP
| | | | |
| Amneal Pharmaceuticals, Inc. | | - 2 - | | November 8, 2023 |
The Registration Statement, as amended by the Post-Effective Amendment, relates to the sale by certain selling stockholders of shares (the “Shares”) of Class A common stock, par value $0.01 per share, of the Company. The Shares may be sold from time to time as set forth in the Registration Statement, as amended by the Post-Effective Amendment, any amendment thereto, the prospectus contained therein (the “Prospectus”) and supplements to the Prospectus and pursuant to Rule 415 under the Securities Act.
We have examined the Registration Statement; the Post-Effective Amendment; and the Amended and Restated Certificate of Incorporation of the Company, which has been filed with the Commission and incorporated by reference in the Post-Effective Amendment. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Shares have been validly issued and are fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.
