|ARRAY BIOPHARMA INC filed this Form 8-K on 09/15/2017|
Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion herein is expressed solely with respect to the federal laws of the United States and the General Corporation Law of the State of Delaware and we express no opinion as to whether the laws of any other particular jurisdiction apply and no opinion to the extent that the laws of any other jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the issuance and sale of the Shares have been duly authorized by all necessary corporate action of the Company, and when issued and sold against payment therefor in accordance with the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to a current report filed by the Company with the Commission on Form 8-K to be incorporated by reference into the Registration Statement and to the reference to our firm under the caption Legal matters in the Prospectus. In giving this consent, we do not thereby admit that we are an expert within the meaning of the Securities Act of 1933, as amended. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.
Very truly yours,
/s/ Ballard Spahr LLP