Attached files

file filename
S-1/A - AMENDMENT NO. 3 TO FORM S-1 - ChemoCentryx, Inc.d237820ds1a.htm
EX-3.2 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - ChemoCentryx, Inc.d237820dex32.htm
EX-3.5 - CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - ChemoCentryx, Inc.d237820dex35.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - ChemoCentryx, Inc.d237820dex11.htm
EX-3.4 - FORM OF AMENDED AND RESTATED BYLAWS - ChemoCentryx, Inc.d237820dex34.htm
EX-10.1 - AMENDED AND RESTATED 1997 STOCK OPTION/STOCK ISSUANCE PLAN AND FORM OF AGREEMENT - ChemoCentryx, Inc.d237820dex101.htm
EX-10.4 - 2012 EMPLOYEE STOCK PURCHASE PLAN - ChemoCentryx, Inc.d237820dex104.htm
EX-10.5 - 2012 CASH INCENTIVE PLAN - ChemoCentryx, Inc.d237820dex105.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - ChemoCentryx, Inc.d237820dex231.htm
EX-10.18 - FORM OF INDEMNIFICATION AGREEMENT - ChemoCentryx, Inc.d237820dex1018.htm
EX-10.3 - 2012 EQUITY INCENTIVE AWARD PLAN AND FORM OF AGREEMENT THEREUNDER - ChemoCentryx, Inc.d237820dex103.htm
EX-10.2 - AMENDED AND RESTATED 2002 EQUITY INCENTIVE PLAN AND FORM OF AGREEMENT THEREUNDER - ChemoCentryx, Inc.d237820dex102.htm

Exhibit 5.1

 

LOGO

January 23, 2012

ChemoCentryx, Inc.

850 Maude Avenue

Mountain View, CA 94043

12636 High Bluff Drive, Suite 400

San Diego, California 92130-2071

Tel: +1.858.523.5400 Fax: +1.858.523.5450

www.lw.com

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File No. 029990-0032

 

 

  Re:  Registration Statement No. 333-177332; 4,600,000 shares of Common Stock, par value $0.001 per share

Ladies and Gentlemen:

We have acted as special counsel to ChemoCentryx, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 4,600,000 shares (including up to 600,000 shares subject to the underwriters’ over-allotment option) of common stock, $0.001 par value per share (the “Shares”). The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on October 14, 2011 (File No. 333-177332) (as amended, the “Registration Statement”). The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the 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 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 any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.


January 23, 2012

Page 2

LOGO

 

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 in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares. 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/ Latham & Watkins LLP