Attached files
file | filename |
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S-1MEF - FORM S-1MEF - Cidara Therapeutics, Inc. | d909919ds1mef.htm |
EX-23.1 - EX-23.1 - Cidara Therapeutics, Inc. | d909919dex231.htm |
Exhibit 5.1
Charles J. Bair
+1 858 550 6142
cbair@cooley.com
April 14, 2015
Cidara Therapeutics, Inc.
6310 Nancy Ridge Drive, Suite 101
San Diego, California 92121
Ladies and Gentlemen:
We have represented Cidara Therapeutics, Inc., a Delaware corporation (the Company), in connection with the filing by the Company of a Registration Statement on Form S-1 (the Registration Statement) with the Securities and Exchange Commission pursuant to Rule 462(b) of Regulation C promulgated under the Securities Act of 1933, as amended, relating to an aggregate of 920,000 shares of common stock, par value $0.0001 (the Shares), which includes up to 800,000 Shares to be sold by the Company (the Company Shares) and up to 120,000 Shares of common stock of the Company that may be sold by the Company pursuant to the exercise of an over-allotment option granted to the underwriters (the Overallotment Shares). The Registration Statement incorporates by reference the Registration Statement on Form S-1 (No. 333-202740), which was declared effective on April 14, 2015, including the prospectus which forms a part of such Registration Statement (the Prospectus).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related Prospectus, (b) the Companys Second Amended and Restated Certificate of Incorporation, as amended, and Bylaws, as currently in effect, (c) the Companys Amended and Restated Certificate of Incorporation, filed as Exhibit 3.2 to the Registration Statement, and the Companys Amended and Restated Bylaws, filed as Exhibit 3.4 to the Registration Statement, each of which will be in effect upon the closing of the offering contemplated by the Registration Statement, and (d) the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Company Shares and the Overallotment Shares, when sold and issued against payment therefor as described in the Registration Statement and the related Prospectus, will be validly issued, fully paid and non-assessable.
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM
Cindara Therapeutics, Inc.
April 14, 2015
Page Two
We consent to the reference to our firm under the caption Legal Matters in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
/s/ Charles J. Bair
Charles J. Bair
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM