EX-5.1 54 dex51.htm OPINION OF SULLIVAN & CROMWELL LLP, SPECIAL US COUNSEL Opinion of Sullivan & Cromwell LLP, Special US counsel

Exhibit 5.1

LOGO

October 24, 2006

Angiotech Pharmaceuticals, Inc.,

1618 Station Street,

Vancouver, BC Canada V6A 1B6.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the “Securities Act”) of (a) $250,000,000 principal amount of 7.75% Senior Subordinated Notes due 2014 (the “Notes”) of Angiotech Pharmaceuticals, Inc., a corporation organized under the Business Corporations Act of British Columbia, Canada (the “Company”), to be issued in exchange for the Company’s outstanding 7.75% Senior Notes due 2014 pursuant to an Indenture, dated as of March 23, 2006 (the “Indenture”), among the Company, the subsidiaries of the Company party thereto (collectively, the “Guarantors”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”), and (b) the Guarantees (the “Guarantees”) of each of the Guarantors endorsed upon the Notes, we, as your special U.S. counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, we advise you that, in our opinion, when the Company’s combined registration statement on Forms F-10, F-4 and S-4 relating to the Notes and the Guarantees (the “Registration Statement”) has become effective under the Securities Act, the terms of the Notes and the Guarantees and of their issuance have been duly established in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company or the Guarantors, respectively and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company and the Guarantors, respectively, and the Notes and Guarantees have been duly executed, delivered and authenticated in accordance with the Indenture and issued as contemplated in the Registration Statement, the Notes and the Guarantees will constitute valid and legally binding obligations of the Company and the Guarantors, respectively, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We have relied as to certain factual matters on information obtained from public officials, officers of the Company and the Guarantors and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by each of the parties thereto (other than those Guarantors listed on Schedule A hereto), the Notes will be duly authorized by the Company, the Guarantees will be duly authorized by the Guarantors (other than those Guarantors listed on Schedule A hereto), that the Company and the Guarantors (other than those Guarantors listed on Schedule A hereto) have been duly organized and are existing corporations in good standing under the laws of their respective jurisdictions of organizations and that the Notes and the Guarantees will constitute valid and legally binding obligations of the Company and the Guarantors (other than those Guarantors listed on Schedule A hereto) under the laws of their respective jurisdictions of organization, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, assumptions which we have not independent verified.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of the Securities” in the prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Sullivan & Cromwell LLP


Schedule A

 

Afmedica, Inc.

  

American Medical Instruments Holdings, Inc.

  

American Medical Instruments, Inc.

  

Angiotech BioCoatings Corp.

  

B.G. Sulzle, Inc.

  

Manan Medical Products, Inc.

  

Medical Device Technologies, Inc.

  

NeuColl, Inc.

  

Quill Medical, Inc.

  

Surgical Specialties Corporation

  

 

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