Carlton Fleming
+1 650 843 5865
cfleming@cooley.com
October 4, 2017
Rigel Pharmaceuticals, Inc.
1180 Veterans Boulevard
South San Francisco, CA 94060
Ladies and Gentlemen:
We have acted as counsel to Rigel Pharmaceuticals, Inc., a Delaware corporation (the Company), in connection with the filing by the Company of a Registration Statement on Form S-3 (the Registration Statement) with the Securities and Exchange Commission (the Commission) pursuant to Rule 462(b) of Regulation C promulgated under the Securities Act of 1933, as amended (the Securities Act), relating to an aggregate of $1,627,997 of shares of common stock, par value $0.001 per share (Common Stock), of the Company (the Shares). The Registration Statement incorporates by reference the Registration Statement on Form S-3 (No. 333-203659), which was filed with the Commission on May 7, 2015 and was declared effective on July 13, 2015, including the prospectus which forms a part of such Registration Statement (the Prospectus), as supplemented from time to time by one or more prospectus supplements.
In connection with this opinion, we have examined and relied upon the Registration Statement and the Prospectus, the Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, and originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.
In rendering this opinion, we have assumed the genuineness and authenticity of all signatures on original documents; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies thereof; and the accuracy, completeness and authenticity of certificates of public officials.
Our opinion herein is expressed solely with respect to the General Corporation Law of the State of Delaware. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. We express no opinion as to whether the laws of any particular jurisdiction apply, and no opinion to the extent that any law other than that identified above is applicable to the subject matter hereof. We express 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 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 Shares, when sold in accordance with the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com
Rigel Pharmaceuticals, Inc.
October 4, 2017
Page Two
We consent to the reference to our firm under the caption Legal Matters in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely, |
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COOLEY LLP |
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By: |
/s/ Carlton Fleming |
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Carlton Fleming |
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Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com