Attached files

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8-K - FORM 8-K - ChemoCentryx, Inc.d522868d8k.htm
EX-1.1 - EX-1.1 - ChemoCentryx, Inc.d522868dex11.htm
EX-99.2 - EX-99.2 - ChemoCentryx, Inc.d522868dex992.htm
EX-99.1 - EX-99.1 - ChemoCentryx, Inc.d522868dex991.htm

Exhibit 5.1

 

  

12636 High Bluff Drive, Suite 400

San Diego, California 92130-2071

Tel: +1.858.523.5400 Fax: +1.858.523.5450

www.lw.com

 

LOGO

 

 

 

April 16, 2013

 

 

 

 

 

ChemoCentryx, Inc.

850 Maude Avenue

Mountain View, CA 94043

   FIRM / AFFILIATE OFFICES
  

 

Abu Dhabi

 

Barcelona

 

Beijing

 

Boston

 

Brussels

 

Chicago

 

Doha

 

Dubai

 

Frankfurt

 

Hamburg

 

Hong Kong

 

Houston

 

London

 

Los Angeles

 

Madrid

 

Milan

 

  

 

Moscow

 

Munich

 

New Jersey

 

New York

 

Orange County

 

Paris

 

Riyadh

 

Rome

 

San Diego

 

San Francisco

 

Shanghai

 

Silicon Valley

 

Singapore

 

Tokyo

 

Washington, D.C.

 

  Re: Registration Statement on Form S-3 (No. 333-187387); 5,000,000 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 5,750,000 shares of common stock of the Company, par value $0.001 per share, including up to 750,000 shares of common stock of the Company issuable upon exercise of the underwriters’ option to purchase additional shares (the “Shares”). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on March 20, 2013 (Registration No. 333-187387), including the information deemed to be a part of the registration statement pursuant to Rule 430B of the Act (as so filed, the “Registration Statement”), a base prospectus dated April 3, 2013, included in the Registration Statement at the time it became effective (the “Base Prospectus”), a preliminary prospectus supplement dated April 15, 2013 filed with the Commission pursuant to Rule 424(b) under the Act (the “Preliminary Prospectus Supplement” and together with the Base Prospectus, the “Preliminary Prospectus”), a prospectus supplement dated April 16, 2013 filed with the Commission pursuant to Rule 424(b) under the Act (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”). 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.


April 16, 2013

Page 2

 

LOGO

 

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 (not less than par value) 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.

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 Company’s Form 8-K dated April 16, 2013 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