Attached files

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EX-3.7 - EX-3.7 - REATA PHARMACEUTICALS INCd84883dex37.htm
EX-23.1 - EX-23.1 - REATA PHARMACEUTICALS INCd84883dex231.htm
S-1/A - AMENDMENT NO. 5 TO FORM S-1 - REATA PHARMACEUTICALS INCd84883ds1a.htm
LOGO    Exhibit 5.1

 

May 16, 2016

 

 

Reata Pharmaceuticals, Inc.

2801 Gateway Drive, Suite 150

Irving, Texas 75063

 

  RE:   Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel for Reata Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the proposed offer and sale (the “Offering”) by the Company, pursuant to a prospectus forming a part of a Registration Statement on Form S-1, Registration No. 333-208843, originally filed with the Securities and Exchange Commission on January 4, 2016 (such Registration Statement, as amended at the effective date thereof, being referred to herein as the “Registration Statement”), of up to 4,000,000 shares of Class A common stock, par value $0.001 per share, of the Company (the “Common Shares”), including up to 600,000 Common Shares issuable upon exercise of an option to purchase additional shares as described in the Registration Statement.

 

In connection with this opinion, we have assumed that (i) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective, (ii) the Common Shares will be issued and sold in the manner described in the Registration Statement and the prospectus relating thereto and (iii) a definitive underwriting agreement, in the form filed as an exhibit to the Registration Statement, with respect to the sale of the Common Shares will have been duly authorized and validly executed and delivered by the Company and the other parties thereto.

 

In connection with the opinion expressed herein, we have examined, among other things, (i) the Thirteenth Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company, (ii) the records of corporate proceedings that have occurred prior to the date hereof with respect to the Offering, (iii) the Registration Statement and (iv) the form of underwriting agreement filed as an exhibit to the Registration Statement. We have also reviewed such questions of law as we have deemed necessary or appropriate. As to matters of fact relevant to the opinion expressed herein, and as to factual matters arising in connection with our examination of corporate documents, records and other documents and writings, we relied upon certificates and other communications of corporate officers of the Company, without further investigation as to the facts set forth therein.

 

Based upon the foregoing, we are of the opinion that when the Common Shares have been delivered in accordance with a definitive underwriting agreement approved by the Board of Directors of the Company and upon payment of the consideration therefor provided for therein (not less than the par value of the Common Shares), such Common Shares will be validly issued, fully paid and nonassessable.

 

 

Vinson & Elkins LLP Attorneys at Law

Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow

New York Palo Alto Riyadh San Francisco Shanghai Tokyo Washington

 

 

2001 Ross Avenue, Suite 3700

Dallas, TX 75201-2975

Tel +1.214.220.7700 Fax +1.214.220.7716    www.velaw.com


 

May 16, 2016    Page 2

 

The foregoing opinions are limited in all respects to the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the federal laws of the United States of America, and we do not express any opinions as to the laws of any other jurisdiction.

 

We hereby consent to the statements with respect to us under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

 

 

Very truly yours,

 

/s/ Vinson & Elkins L.L.P.

 

Vinson & Elkins L.L.P.