Attached files

file filename
EX-23.1 - EX-23.1 - Spero Therapeutics, Inc.d431217dex231.htm
EX-10.20 - EX-10.20 - Spero Therapeutics, Inc.d431217dex1020.htm
EX-10.19 - EX-10.19 - Spero Therapeutics, Inc.d431217dex1019.htm
EX-10.18 - EX-10.18 - Spero Therapeutics, Inc.d431217dex1018.htm
EX-10.17 - EX-10.17 - Spero Therapeutics, Inc.d431217dex1017.htm
EX-10.16 - EX-10.16 - Spero Therapeutics, Inc.d431217dex1016.htm
EX-10.14 - EX-10.14 - Spero Therapeutics, Inc.d431217dex1014.htm
EX-10.8 - EX-10.8 - Spero Therapeutics, Inc.d431217dex108.htm
EX-10.7 - EX-10.7 - Spero Therapeutics, Inc.d431217dex107.htm
EX-10.6 - EX-10.6 - Spero Therapeutics, Inc.d431217dex106.htm
EX-10.5 - EX-10.5 - Spero Therapeutics, Inc.d431217dex105.htm
EX-3.5 - EX-3.5 - Spero Therapeutics, Inc.d431217dex35.htm
EX-3.3 - EX-3.3 - Spero Therapeutics, Inc.d431217dex33.htm
EX-3.2 - EX-3.2 - Spero Therapeutics, Inc.d431217dex32.htm
EX-1.1 - EX-1.1 - Spero Therapeutics, Inc.d431217dex11.htm
S-1/A - S-1/A - Spero Therapeutics, Inc.d431217ds1a.htm

Exhibit 5.1

 

LOGO   

One Financial Center

Boston, MA 02111

617-542-6000

617-542-2241 fax

www.mintz.com

October 23, 2017

Spero Therapeutics, Inc.

675 Massachusetts Avenue, 14th Floor

Cambridge, Massachusetts 02139

Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration Statement on Form S-1 (File No. 333-220858) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of shares of Common Stock, $0.001 par value per share (the “Shares”), of Spero Therapeutics, Inc., a Delaware corporation (the “Company”), with a proposed maximum aggregate offering price of $92,000,000, including Shares issuable upon exercise of an option granted by the Company.

The Shares are to be sold by the Company pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into by and among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Cowen and Company, LLC, as representatives of the several underwriters to be named therein. The form of the Underwriting Agreement has been filed as Exhibit 1.1 to the Registration Statement. This opinion is being rendered in connection with the filing of the Registration Statement with the Commission.

We are acting as counsel for the Company in connection with the issue and sale by the Company of the Shares. In connection with this opinion, we have examined the Company’s Amended and Restated Certificate of Incorporation, as amended, and By laws, each as currently in effect, and the form of the Underwriting Agreement; the Registration Statement and the exhibits thereto; and such other records of the corporate proceedings of the Company and such other documents as we have deemed relevant.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

Our opinion is limited to the General Corporation Law of the State of Delaware and the United States federal laws, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

BOSTON | LONDON | LOS ANGELES | NEW YORK | SAN DIEGO | SAN FRANCISCO | STAMFORD | WASHINGTON


Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Spero Therapeutics, Inc.

October 23, 2017

Page 2

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.

We understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S K promulgated under the Securities Act and to reference the firm’s name under the caption “Legal Matters” in the prospectus which forms part of the Registration Statement, and we hereby consent thereto. 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 or the rules and regulations of the Commission promulgated thereunder.

 

 

Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.