Exhibit 5.1
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September 5, 2019
TransEnterix, Inc.
635 Davis Drive, Suite 300
Morrisville, NC 27560
Ladies and Gentlemen:
We have acted as counsel to TransEnterix, Inc., a Delaware corporation (the “Company”), and are rendering this opinion in connection with the offering by the Company of 28,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), which Shares are registered under the Registration Statement on FormS-3 (FileNo. 333-217865) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) and declared effective on May 19, 2017.
The Shares are to be issued by the Company pursuant to an Underwriting Agreement dated September 4, 2019 (the “Underwriting Agreement”) entered into by and between the Company and Cantor Fitzgerald & Co., as underwriter, a copy of which has been filed as Exhibit 1.1 to the Company’s Current Report on Form8-K to which this opinion is attached as Exhibit 5.1.
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Amended and Restated Certificate of Incorporation of the Company together with all amendments thereto; (ii) the Amended and Restated Bylaws of the Company; (iii) the Registration Statement and the exhibits thereto; (iv) the prospectus supplement (the “Prospectus Supplement”) and prospectus contained within the Registration Statement; (v) the Underwriting Agreement; and (vi) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and other sources believed by us to be reliable, and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In delivering this opinion, 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 originals of all documents submitted to us as certified, photostatic or conformed copies, the