Attached files
file | filename |
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EX-99.2 - EX-99.2 - Evoke Pharma Inc | d152836dex992.htm |
EX-99.1 - EX-99.1 - Evoke Pharma Inc | d152836dex991.htm |
EX-10.2 - EX-10.2 - Evoke Pharma Inc | d152836dex102.htm |
EX-10.1 - EX-10.1 - Evoke Pharma Inc | d152836dex101.htm |
EX-4.1 - EX-4.1 - Evoke Pharma Inc | d152836dex41.htm |
8-K - FORM 8-K - Evoke Pharma Inc | d152836d8k.htm |
Exhibit 5.1
July 20, 2016 |
Evoke Pharma, Inc.
505 Lomas Santa Fe Drive, Suite 270
Solana Beach, CA 92075
Re: | Registration Statement on Form S-3 (No. 333-200176); 1,804,512 Shares of Common Stock, par value $0.0001 per share |
Ladies and Gentlemen:
We have acted as special counsel to Evoke Pharma, Inc., a Delaware corporation (the Company), in connection with the proposed issuance of up to 1,804,512 shares (the Shares) of common stock of the Company, par value $0.0001 per share (the Common Stock). 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 November 13, 2014 (Registration No. 333-200176) (as so filed and amended, the Registration Statement), a base prospectus dated November 25, 2014 included in the Registration Statement at the time it originally became effective (the Base Prospectus), a preliminary prospectus supplement dated July 20, 2016 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the Preliminary Prospectus) and a prospectus supplement dated July 20, 2016 filed with the Commission pursuant to Rule 424(b) of the Act (together with the Base Prospectus, the Prospectus). The Shares are being sold pursuant to a Securities Purchase Agreement, dated as of July 20, 2016, by and between the Company and the investors named therein (the Securities Purchase Agreement).
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, the Preliminary Prospectus or the 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 (the DGCL), and we express no opinion with respect to any other laws.
July 20, 2016
Page 2
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 Securities Purchase Agreement, 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 DGCL.
We bring your attention to the fact that Latham & Watkins LLP attorneys rendering services in connection with the offering own certain securities of the Company.
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 Companys Current Report on Form 8-K dated July 20, 2016 and to the reference to our firm in the Prospectus under the heading Legal Matters. 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