EX-5.1 2 d380201dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO   

DLA Piper LLP (US)

4365 Executive Drive, Suite 1100

San Diego, California 92121-2133

www.dlapiper.com

   T 858.677.1400
   F 858.677.1401

December 5, 2022

Sientra, Inc.

420 South Fairview Avenue, Suite 200

Santa Barbara, California 93117

Ladies and Gentlemen:

We have acted as counsel to Sientra, Inc., a Delaware corporation (the “Company”), in connection with its filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (as amended, the “Registration Statement”), including a base prospectus (the “Base Prospectus”), which may be supplemented by one or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a “Prospectus”), under the Securities Act of 1933, as amended (the “Act”), relating to the registration of 68,580,865 shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), to be sold from time to time by the selling stockholder named therein (the “Shares”), consisting of: (i) 53,946,718 shares of Common Stock issuable upon exercise of outstanding warrants pursuant to the terms of the convertible note previously issued to the selling stockholder on October 12, 2022 (the “New Note”), and (ii) 14,634,147 shares of Common Stock issuable upon exercise of outstanding warrants pursuant to the terms of the convertible note previously issued to the selling stockholder on March 11, 2020 (as amended, the “Original Note” and, together with the New Note, the “Convertible Notes”). The resale of shares issuable pursuant to the terms of the Original Note were previously registered pursuant to the registration statement on Form S-3 (No. 333-237636), filed by the Company on April 10, 2020, and declared effective on May 7, 2020 (the “Initial Registration Statement”).

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related applicable Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to 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, as of the date hereof, the Shares have been duly authorized and are 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 to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” 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 Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,
/s/ DLA Piper LLP (US)
DLA PIPER LLP (US)