SEC Filings

ARRAY BIOPHARMA INC filed this Form 8-K on 09/15/2017
Entire Document

Exhibit 5.1


September 14, 2017


Array BioPharma Inc.

3200 Walnut Street

Boulder, Colorado 80301


Ladies and Gentlemen:


We have acted as counsel to Array BioPharma Inc., a Delaware corporation (the “Company”), in connection with an underwritten public offering by the Company of up to 20,930,232 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), which amount includes up to 3,139,534 additional shares for which the underwriters have been granted an option to purchase, pursuant to a Registration Statement on Form S-3 (Registration File No. 333- 220443) (the “Registration Statement”) and the related base prospectus which forms a part thereof (the “Base Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and the prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) promulgated under the Act (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”). All of the Shares are to be issued and sold by the Company as described in the Registration Statement and the Prospectus and pursuant to an underwriting agreement dated September 14, 2017 between the Company and J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the “Underwriting Agreement”).


In connection with this opinion, we have examined and relied upon the Registration Statement and the Prospectus filed with the Commission, the Company’s certificate of incorporation and bylaws, as currently in effect, and the originals or copies certified to our satisfaction of such documents, records, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinions expressed below.  As to certain factual matters, we have relied upon certificates of the officers of the Company and have not independently sought to verify 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 (including telecopies and in PDF format) and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.