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EX-1.1 - EX-1.1 - Akebia Therapeutics, Inc.d361054dex11.htm
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Exhibit 5.1

 

LOGO   

ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

March 26, 2018

Akebia Therapeutics, Inc.

245 First Street, Suite 1100

Cambridge, MA 02142

Re: Registration Statement on Form S-3ASR (Registration No. 333-223585)

Ladies and Gentlemen:

We have acted as counsel to Akebia Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of up to 9,775,000 shares of its common stock, $0.00001 par value per share (the “Shares”), including the 1,275,000 shares the underwriters have the option to purchase pursuant to the Underwriting Agreement (as defined below), pursuant to the above-referenced registration statement (as amended through the date hereof, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Shares are being sold pursuant to an underwriting agreement, dated March 22, 2018 (the “Underwriting Agreement”), between the Company and Morgan Stanley & Co. LLC.

In connection with this opinion letter, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.

The opinions expressed below are limited to the Delaware General Corporation Law.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and delivered pursuant to the Underwriting Agreement against payment of the consideration set forth therein, will be validly issued, fully paid and non-assessable.


Akebia Therapeutics, Inc.    - 2 -    March 26, 2018

 

We hereby consent to the incorporation by reference of this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus supplement relating to the Shares under the caption “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 Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP