As previously discussed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2012, Somaxon Pharmaceuticals, Inc. (the "Company") entered into a placement agent agreement dated as of July 19, 2012 with Roth Capital Partners, LLC relating to a registered direct offering (the "Offering") by the Company of up to 9,422,496 shares of the Company's common stock (the "Shares") and warrants to purchase up to 4,711,248 additional shares of such common stock at an exercise price of $0.46 per share (the "Warrants"). A copy of the opinion of Latham & Watkins LLP relating to the legality of the issuance and sale of the Shares and Warrants in the Offering is attached hereto as Exhibit 5.1.

(d) Exhibits

       Exhibit
       Number    Description of Exhibit

        5.1      Opinion of Latham & Watkins LLP

       23.1      Consent of Latham & Watkins LLP (included in Exhibit 5.1)