|ARRAY BIOPHARMA INC filed this Form 8-K on 09/15/2017|
September 14, 2017
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 Companys 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 Companys 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.