Attached files
file | filename |
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EX-23.1 - CONSENT OF WITHUMSMITH+BROWN, PC - Tango Therapeutics, Inc. | ea126394ex23-1_bctg.htm |
S-1MEF - REGISTRATION STATEMENT - Tango Therapeutics, Inc. | ea126394-s1mef_bctg.htm |
Exhibit 5.1
Loeb & Loeb LLP
345 Park Avenue New York, NY 10154-1895
|
Main Fax |
212.407.4000 212.407.4990 |
September 2, 2020
BCTG Acquisition Corp. 11682 El Camino Real, Suite 320 San Diego, CA 92130 |
Re: BCTG Acquisition Corp.
Ladies and Gentlemen:
We have acted as counsel to BCTG Acquisition Corp., a Delaware corporation (the “Company”), in connection with its filing of the Registration Statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission. The Registration Statement relates to an underwritten public offering and sale of (i) 2,000,000 shares (each a “Share”) of the Company’s common stock, par value $.0001 per share (the “Common Stock”), and (ii) up to 300,000 Shares (the “Over-Allotment Shares”) for which the underwriters have been granted an over-allotment option.
In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction of the Company’s Amended and Restated Certificate of Incorporation and Bylaws, and such other documents, records and instruments as we have deemed appropriate for purposes of the opinion set forth herein. We have, to the extent deemed appropriate, relied upon certain representations of certain officers of the Company, as to questions of fact material to this opinion.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile, or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares and Over-Allotment Shares have been duly authorized by the Company and, when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Registration Statement, will be validly issued, fully paid and non-assessable.
We are opining solely on all applicable statutory provisions of Delaware corporate law, including the rules and regulations underlying those provisions, all applicable provisions of the Constitution of the State of Delaware and all applicable judicial and regulatory determinations. No opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your U.S. counsel and to all references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Loeb & Loeb LLP
Loeb & Loeb LLP