Exhibit 5.1
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Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, NY 10019-6092 |
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tel +1212 259 8000
fax +1212 259 6333 |
August 11, 2008
Illumina, Inc.
9885 Towne Centre Drive
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the sale by
Illumina, Inc., a Delaware corporation (the Company), of up to 4,025,000 shares (the
Shares) of the Companys common stock, par value $0.01 per share, pursuant to a
Registration Statement (the Registration Statement) on Form S-3 (File No. 333-134012)
under the Securities Act of 1933, as amended (the Securities Act), and a related
prospectus (the Prospectus) dated May 11, 2006 and prospectus supplement (the
Prospectus Supplement) dated August 6, 2008. Each of the Registration Statement, the
Prospectus and the Prospectus Supplement have been filed with the U.S. Securities and Exchange
Commission (the Commission).
We have examined and are familiar with originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of officers of the Company and
such other instruments as we have deemed necessary or appropriate as a basis for the opinion
expressed below, including the Registration Statement, the Prospectus, the Prospectus Supplement,
the Amended and Restated Certificate of Incorporation of the Company and the Bylaws of the Company.
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 and the due
execution and delivery of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that:
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the issuance of the Shares has been lawfully and duly authorized; and |
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when the Shares have been issued, delivered and sold upon the terms stated in the
Registration Statement, the Prospectus and the Prospectus Supplement, the Shares will be
legally issued, fully paid and nonassessable. |
We are members of the bar of the State of New York, and the opinions expressed herein are limited
to the Delaware General Corporation Law. We do not express any opinion as to any other laws. We
consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the
reference to this firm under the heading Legal Matters in the Prospectus and Prospectus
Supplement. In giving such consent, we do not hereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
Dewey & LeBoeuf llp
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