EX-5.1 2 a50689813ex5-1.htm EXHIBIT 5.1 a50689813ex5-1.htm
 
Exhibit 5.1


[Letterhead of Goodwin Procter LLP]

August 13, 2013


Anika Therapeutics, Inc.
32 Wiggins Avenue
Bedford, Massachusetts 01730


Re:           Securities Being Registered under Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 650,000 shares (the “Shares”) of Common Stock, $0.01 par value per share (“Common Stock”), of Anika Therapeutics, Inc., a Massachusetts corporation (the “Company”), and rights to purchase shares of Series B Junior Participating Cumulative Preferred Stock, which are attached to all shares of Common Stock issued (the “Preferred Stock Purchase Rights”), that may be issued pursuant to the Company’s Second Amended and Restated 2003 Stock Option and Incentive Plan, as amended (the “Plan”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions expressed below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion expressed below is limited to Massachusetts law.

For purposes of the opinion expressed below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s Common Stock will be available for issuance when the Shares are issued.

Based on the foregoing, we are of the opinion that the Shares, and the Preferred Stock Purchase Rights attached thereto, have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
 
 
Very truly yours,
   
 
/S/ GOODWIN PROCTER LLP
   
 
GOODWIN PROCTER LLP