Exhibit 5.1
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Stradling Yocca Carlson & Rauth
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
660 NEWPORT CENTER DRIVE, SUITE 1600
NEWPORT BEACH, CA 92660-6422
TELEPHONE (949) 725-4000
FACSIMILE (949) 725-4100
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ORANGE COUNTY
(949) 725-4000
SAN DIEGO (858) 720-2150
SAN FRANCISCO
(415) 283-2240
SANTA BARBARA
(805) 564-0065
SACRAMENTO
(916) 449-2350 |
March 24, 2011
Acacia Research Corporation
500 Newport Center Drive
Newport Beach, California 92660
Ladies and Gentlemen:
In connection with the registration statement on Form S-3 (the Registration Statement) to be
filed by Acacia Research Corporation, a Delaware corporation (the Company), with the Securities
and Exchange Commission (the Commission) on March __, 2011 under the Securities Act of 1933, as
amended (the Securities Act), you have requested our opinion with respect to the matters set
forth below.
You have provided us with a draft of the Registration Statement in the form in which it will
be filed, which includes the prospectus (the Prospectus). The Prospectus provides that it will
be supplemented in the future by one or more supplements to the Prospectus (each, a Prospectus
Supplement). The Prospectus as supplemented by various Prospectus Supplements will provide for
the registration by the Company of shares of common stock, par value $0.001 per share (the Common
Stock).
In our capacity as your counsel in connection with such registration, we are familiar with the
proceedings taken and proposed to be taken by the Company in connection with the authorization,
issuance and sale of the Common Stock. For the purposes of this opinion, we have assumed that such
proceedings to be taken in the future will be timely completed in the manner presently proposed and
that the terms of each issuance will otherwise be in compliance with law. In addition, we have
examined such matters of fact and questions of law as we have considered appropriate for
purposes of this letter.
We are opining herein as to the effect on the subject transaction only of the General
Corporation Law of the State of Delaware, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case
of Delaware, any other laws, or as to any matters of municipal law or the laws of any local
agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is our opinion that when
any and all Prospectus Supplements required by applicable law have been delivered and filed as
required by such laws, and the Board of Directors of the Company adopts a resolution in form and
content as required by applicable law authorizing the issuance of shares of Common Stock, and upon
the issuance and delivery of and payment of legal consideration (in no event for less than the par
value thereof), in the manner contemplated by the Registration Statement, the Prospectus and the
related Prospectus Supplements and by such resolution, and assuming that (i) the terms of such
shares of Common Stock, as issued and delivered are as described in the Registration Statement, the
Prospectus and the related
Acacia Research Corporation
March 24, 2011
Page Two
Prospectus Supplements and such resolution; (ii) at the time of the
issuance of such shares, the Company has a sufficient number of authorized but unissued shares of
Common Stock under the Companys Amended and Restated Certificate of Incorporation (the
Certificate of Incorporation); (iii) such shares of Common Stock, as issued and delivered, comply
with all requirements and restrictions, if any, applicable to the Company, whether imposed by any
court or governmental or regulatory body having jurisdiction over the Company or otherwise; and
(iv) such shares of Common Stock are issued and sold as contemplated in the Registration Statement,
the Prospectus, the related Prospectus Supplements, any applicable definitive purchase,
underwriting or similar agreement, and such Board of Directors resolutions, such shares of Common
Stock will be validly issued, fully paid and nonassessable.
This opinion is for your benefit in connection with the Registration Statement, and may be
relied upon by you and by persons entitled by law to rely upon it pursuant to the applicable
provisions of federal securities laws. We consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption Legal Matters in the
Prospectus which is part of the Registration Statement. In addition, we give such consent on the
condition and understanding that (i) this letter speaks only as of the date hereof and (ii) we have
no responsibility or obligation to update this letter, to consider its applicability or correctness
to other
than its addressee, or to take into account changes in law, facts or any other developments of
which we may later become aware.
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Very truly yours,
STRADLING YOCCA CARLSON & RAUTH
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