Registration Statement No. 333-______ and Registration Statement No. 33-55852 (unless the context shall otherwise require, the Registration Statements, as amended, are hereinafter called the "Registration Statement"), the prospectus dated __________, together with the prospectus supplement dated __________ relating to the New Debentures in the form filed under Rule 424(b) of the Act (hereinafter called the "Prospectus"), and all documents filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are incorporated by reference in the Prospectus (the "Incorporated Documents"). On the basis of my examination of the foregoing and of such other documents and matters as I have deemed necessary as the basis for the opinions hereinafter expressed, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and has adequate corporate power to own and operate its properties and to carry on the business in which it is now engaged. There are no states or jurisdictions in which the qualification or licensing of the Company as a foreign corporation is necessary where the failure to be qualified or licensed would have a material adverse effect on the Company.
2. All legal proceedings necessary to the authorization, issue and sale of the New Debentures to you have been taken by the Company.
3. The Agreement has been duly and validly authorized, executed and delivered by the Company.
4. The Indenture is in proper form, has been duly authorized, has been duly executed by the Company and the Trustee, and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights and the availability of equitable remedies. The Indenture has been duly qualified under the TIA.
5. The New Debentures conform as to legal matters with the statements concerning them in the Registration Statement and Prospectus and have been duly authorized and executed by the Company and (assuming due authentication and delivery thereof by the Trustee) have been duly issued for value by the Company and (subject to the qualifications set forth in paragraph 4 above) constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms and are entitled to the benefits afforded by the Indenture.
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Registration Statement No. 333-86063 and any post-effective amendments thereto shall be effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued nor shall there have been proceedings for that purpose initiated or threatened by the SEC and we shall have received all necessary state securities law or "blue sky" authorizations;
Registration Statement No. 33-63145 became effective on October 6, 1995 and Registration Statement No. 333-31333 became effective on __________, 1997, and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to documents incorporated by reference into said Registration Statement and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Securities in the manner specified therein. I have no reason to believe that the Registration Statement, the Prospectus or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement and on the date hereof, contained or contain any untrue statement of a material fact or omitted or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, Xxxxxx & XxXxxx may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours, XXXXXXX X. XXXX
Registration Statement No. 333-262250
Registration Statement No. 333-167980 filed with the Securities and Exchange Commission, as amended (the “Registration Statement”);
Registration Statement No. 333-273910 Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Cantor Leerink Partners
Registration Statement No. 333-130584 is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act, that initially became effective within three years of the date of this Agreement.
Registration Statement No. 333-195458. The Issuer has increased the size of the Offering to $130,000,000 (or $149,500,000 if the underwriters’ over-allotment option is exercised in full). The final prospectus supplement relating to the Offering will reflect conforming changes relating to such increase in the size of the Offering.
Registration Statement No. 333-195949. The information in this communication supersedes the information in the Preliminary Prospectus Supplement and the accompanying prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and the accompanying prospectus. Terms used herein but not defined herein shall have the meanings as set forth in the Preliminary Prospectus Supplement. All references to dollar amounts are references to U.S. dollars. ANI Pharmaceuticals, Inc. has increased the size of the Offering to $125,000,000 (or $143,750,000 if the underwriters exercise their over-allotment option to purchase additional Notes in full). The final prospectus supplement relating to the Offering will reflect conforming changes relating to such increase in the size of the Offering.
Registration Statement No. 333-202252. The Issuer has increased the size of the Offering to $[·] (or $[·] if the underwriters’ over-allotment option is exercised in full). The final prospectus supplement relating to the Offering will reflect conforming changes relating to such increase in the size of the Offering. [·] ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. Annex C-1 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below Re: AMAG Pharmaceuticals, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with AMAG Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Convertible Senior Notes of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, the undersigned will not, during the period ending 45 days after the date of the prospectus (the “Lock-up Period”) relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock” and together with restricted stock units and options, rights and warrants to purchase Common Stock, the “Securities”) or any securities convertible into or exercisable or exchangeable for Common Sto...
