Attached files
file | filename |
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EX-23.1 - EX-23.1 - Taysha Gene Therapies, Inc. | d99040dex231.htm |
S-1MEF - S-1MEF - Taysha Gene Therapies, Inc. | d99040ds1mef.htm |
Exhibit 5.1
Divakar Gupta T: +1 212 479 6474 dgupta@cooley.com |
September 23, 2020
Taysha Gene Therapies, Inc.
2280 Inwood Road
Dallas, Texas 75235
Ladies and Gentlemen:
We have acted as counsel to Taysha Gene Therapies, Inc., a Delaware corporation (the Company), in connection with the filing by the Company of a Registration Statement on Form S-1 (the Registration Statement) with the Securities and Exchange Commission pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, covering an underwritten public offering of up to 1,484,208 shares of the Companys common stock, par value $0.00001 (Shares). The Registration Statement incorporates by reference the registration statement on Form S-1 (No. 333-248559), which was declared effective on September 23, 2020 (the Prior Registration Statement), including the prospectus that is part of the Prior Registration Statement (the Prospectus).
In connection with this opinion, we have (i) examined and relied upon (a) the Registration Statement and the Prospectus, (b) the Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (c) the forms of the Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws filed as Exhibits 3.3 and 3.4, to the Registration Statement, respectively, each of which is to be in effect upon the closing of the offering contemplated by the Registration Statement and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda, opinions and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below and (ii) assumed that the Amended and Restated Certificate of Incorporation referred to in clause (i)(c) is filed with the Secretary of State of the State of Delaware before issuance of the Shares.
We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
Cooley LLP 55 Hudson Yards New York, NY 10001
t: (212) 479-6000 f: (212) 479-6275 cooley.com
Taysha Gene Therapies, Inc.
September 23, 2020
Page Two
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued against payment therefor as described in the Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable.
We consent to the reference to our firm under the caption Legal Matters in the Prospectus included in the Prior Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely, | ||
Cooley LLP | ||
By: | /s/ Divakar Gupta | |
Divakar Gupta |
Cooley LLP 55 Hudson Yards New York, NY 10001
t: (212) 479-6000 f: (212) 479-6275 cooley.com