Exhibit 5.1
ROPES & GRAY LLP
3 EMBARCADERO CENTER SAN FRANCISCO, CA 94111 T 415-315-6300 F 415-315-6026
BOSTON CHICAGO HONG KONG LONDON NEW YORK PALO ALTO TOKYO SAN FRANCISCO SHANGHAI WASHINGTON, DC
www.ropesgray.com
August 17, 2011
A.P. Pharma, Inc.
123 Saginaw Drive
Redwood City, California 94063
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of 90,000,000 shares of Common Stock, $0.01 par value (the “Shares”), of AP Pharma, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2007 Equity Incentive Plan (the “Plan”).
For purposes of our opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary. The opinions expressed below are limited to the Delaware General Corporation Law, including the applicable provisions of the Delaware Constitution and the reported cases interpreting those laws.
For purposes of the opinion expressed below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s Common Stock will be available for issuance when the Shares are issued.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Our consent shall not be deemed an admission that we are experts whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder.
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A.P. Pharma, Inc. | | | | August 17, 2011 |
It is understood that this opinion is to be used only in connection with the offer and sale of Shares while the Registration Statement is in effect.
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| Very truly yours, |
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| /s/ Ropes & Gray LLP |
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| Ropes & Gray LLP |
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