EX-5.5 7 d684564dex55.htm EX-5.5 EX-5.5

Exhibit 5.5

 

  

Merrill’s Wharf

254 Commercial Street

Portland, ME 04101

 

PH 207.791.1100

FX 207.791.1350

pierceatwood.com

March 6, 2014

Catamaran Corporation

1600 McConnor Parkway

Schaumburg, IL 60173-6800

Sidley Austin LLP

One South Dearborn Street

Chicago, IL 60603

Ladies and Gentlemen:

We have acted as special counsel to BriovaRx of Maine, Inc., a Maine corporation (“BriovaRx”) and are furnishing this opinion letter in connection with the registration statement on Form S-3 (the “Registration Statement”), filed by Catamaran Corporation, a corporation organized under the laws of the Yukon Territory, Canada (the “Company”), and by certain of the Company’s subsidiaries identified as a “Co-Registrant” on the cover page of the Registration Statement with the Securities and Exchange Commission (the “SEC”), including BriovaRx (each a “Guarantor” and, collectively, the “Guarantors”), with the SEC under the Securities Act of 1933, as amended, and relating to the registration of: (i) an indeterminate principal amount of the Company’s debt securities (the “Debt Securities”) and (ii) guarantees that may be issued by one or more of the Guarantors to holders of the Debt Securities (the “Guarantees” and, together with the Debt Securities, the “Securities”). The Debt Securities will be issued pursuant to an Indenture, dated as of March 6, 2014 (the “Base Indenture”), by and between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”) and a supplemental indenture to be entered into by and among the Company, the Guarantors parties thereto and the Trustee (the “Supplemental Indenture”, together with the Base Indenture, the “Indenture”).

For purposes of this opinion letter, we have examined copies of the documents listed on Schedule I attached hereto and such other agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including facsimiles and scanned and emailed documents). As to all matters of fact, we have relied on the representations and statements of fact made in the documents, we have not independently established the facts so relied on, and we have not made any investigation or inquiry other than our examination of such documents. This opinion letter is given, and all statements herein are made, in the context of the foregoing.


Page 2

March 6, 2014

 

This opinion letter is based as to matters of law solely on the laws of the State of Maine, including the Maine Business Corporation Act (the “MBCA”).

Based upon, subject to and limited by the foregoing, we are of the opinion that:

1. BriovaRx is validly existing and in good standing as a corporation under the MBCA as of the date hereof.

2. The execution and filing with the SEC of the Registration Statement have been duly authorized by all necessary corporate action on the part of BriovaRx.

3. BriovaRx has, as of the date hereof, the corporate power to authorize the form and terms of, and the performance, issuance and sale by BriovaRx of, a Guarantee (and, if relevant, the execution and delivery of such Guarantee or any notation of such Guarantee) of any series of Debt Securities issued under the Indenture as contemplated by the Registration Statement and to execute, deliver and perform its obligations under the Supplemental Indenture.

4. The execution, delivery and performance of a Supplemental Indenture and the issuance and sale of any Guarantee by BriovaRx will be duly authorized by all necessary corporate action when: (i) the form and terms of such Guarantee shall have been established by a resolution of the board of directors of BriovaRx, in accordance with, and within any parameters or limitations established by, BriovaRx’s Restated Articles of Incorporation and Bylaws, the Indenture and applicable law, and such terms are accurately reflected in the Supplemental Indenture creating the form and terms of such Guarantee; and (ii) the series of Debt Securities to which the Guarantee relates shall have been duly issued by the Company.

The opinions expressed above are being furnished in connection with the Registration Statement. This opinion letter is limited to the matters expressly stated herein, and no opinion is to be implied or may be inferred beyond the matters expressly stated herein.

We hereby consent to Sidley Austin LLP’s reliance upon the opinions expressed above in connection with its opinions to the Company regarding the validity of the Debt Securities and the Guarantees filed as Exhibit 5.2 to the Registration Statement, and to the reference to this firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. We also consent to your filing of this opinion letter as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are “experts” within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

PIERCE ATWOOD LLP

 

By:  

/s/ David J. Champoux

  David J. Champoux, Partner


SCHEDULE I

1. Restated Articles of Incorporation of BriovaRx, as amended, as certified by the Secretary of State of the State of Maine on March 5, 2014.

2. The Bylaws of BriovaRx as certified by an officer of BriovaRx on March 6, 2014.

3. A Certificate from the Secretary of State of the State of Maine as to BriovaRx’s existence and good standing in the State of Maine, dated March 4, 2014.

4. An Officer’s Certificate, dated March 6, 2014, executed by an officer of BriovaRx, certifying, among other things, (i) the due organization of BriovaRx, (ii) the Restated Articles of Incorporation of BriovaRx (as amended to date), (iii) the Bylaws of BriovaRx (as amended to date), (iv) resolutions adopted by the Board of Directors of BriovaRx authorizing, among other things, the execution, delivery and performance of the Base Indenture, the Supplemental Indenture and the Registration Statement and the transactions contemplated thereby, and (v) the incumbency of the officers acting on behalf of BriovaRx who executed the Registration Statement, the Base Indenture or the Supplemental Indenture.

5. The Base Indenture.