Attached files

file filename
EX-23.2 - EX-23.2 - Sienna Biopharmaceuticals, Inc.d391086dex232.htm
EX-23.1 - EX-23.1 - Sienna Biopharmaceuticals, Inc.d391086dex231.htm
EX-10.15 - EX-10.15 - Sienna Biopharmaceuticals, Inc.d391086dex1015.htm
EX-10.13 - EX-10.13 - Sienna Biopharmaceuticals, Inc.d391086dex1013.htm
EX-10.6(D) - EX-10.6(D) - Sienna Biopharmaceuticals, Inc.d391086dex106d.htm
EX-10.6(C) - EX-10.6(C) - Sienna Biopharmaceuticals, Inc.d391086dex106c.htm
EX-10.6(B) - EX-10.6(B) - Sienna Biopharmaceuticals, Inc.d391086dex106b.htm
EX-10.6(A) - EX-10.6(A) - Sienna Biopharmaceuticals, Inc.d391086dex106a.htm
EX-10.1 - EX-10.1 - Sienna Biopharmaceuticals, Inc.d391086dex101.htm
EX-4.2 - EX-4.2 - Sienna Biopharmaceuticals, Inc.d391086dex42.htm
EX-3.2 - EX-3.2 - Sienna Biopharmaceuticals, Inc.d391086dex32.htm
EX-1.1 - EX-1.1 - Sienna Biopharmaceuticals, Inc.d391086dex11.htm
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - Sienna Biopharmaceuticals, Inc.d391086ds1a.htm

Exhibit 5.1

 

  140 Scott Drive
  Menlo Park, California 94025
 

Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

LOGO   FIRM / AFFILIATE OFFICES
  Barcelona   Moscow
  Beijing   Munich
  Boston   New York
  Brussels   Orange County
  Century City   Paris
July 17, 2017   Chicago   Riyadh
  Dubai   Rome
  Düsseldorf   San Diego
  Frankfurt   San Francisco
  Hamburg   Seoul
  Hong Kong   Shanghai
  Houston   Silicon Valley
  London   Singapore
  Los Angeles   Tokyo
  Madrid   Washington, D.C.
  Milan  

Sienna Biopharmaceuticals

30699 Russell Ranch Road Suite 140

Westlake Village, CA 91362

 

  Re: Form S-1 Registration Statement File No. 333-219142
     Initial Public Offering of up to 4,983,333 Shares of Common Stock of Sienna Biopharmaceuticals, Inc.

Ladies and Gentlemen:

We have acted as special counsel to Sienna Biopharmaceuticals, a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 4,983,333 shares of common stock, $0.0001 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 July 3, 2017 (Registration No. 333-219142) (as amended, 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 (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.

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


July 17, 2017

Page 2

 

LOGO

 

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.

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.” 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