Attached files
| file | filename |
|---|---|
| EX-1.1 - EX-1.1 - Guardant Health, Inc. | exhibit11-8xkx10920xun.htm |
| 8-K - 8-K - Guardant Health, Inc. | ck0001576280-20201006.htm |
Exhibit 5.1
 | 650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES | |||||||
Abu Dubai Baracelona Beijing Boston Brussels Chicago Doha Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid | Milan Moscow Munich New Jersey New York Orange County Paris Riyadh Rome San Diego San Francisco Shanghai Silicon Valley Singapore Tokyo Washington, D.C | |||||||
| October 9, 2020 | ||||||||
Guardant Health, Inc. 505 Penobscot Dr. Redwood City, California 94063 | ||||||||
Re: Registration Statement on Form S-3 (No. 333-236806)
Up to 7,700,000 shares of Common Stock, $0.00001 par value per share
Ladies and Gentlemen:
We have acted as special counsel to Guardant Health, Inc., a Delaware corporation (the “Company”), in connection with the proposed sale of up to 7,700,000 shares (the “Shares”) of Common Stock by the selling stockholder named in the Preliminary Prospectus (as defined below) and the Prospectus (as defined below), including up to 700,000 shares of Common Stock that may be sold upon exercise of the underwriter’s option to purchase additional shares. The Shares are included in a registration statement on Form S–3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on March 2, 2020 (Registration No. 333-236806) (as amended, the “Registration Statement”), and are being offered pursuant to a base prospectus dated March 2, 2020 (the “Base Prospectus”), a preliminary prospectus supplement dated October 6, 2020 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Preliminary Prospectus”) and a prospectus supplement dated October 6, 2020 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to an underwriting agreement dated October 6, 2020 between J.P. Morgan Securities LLC, the selling stockholder named therein and the Company (the “Underwriting Agreement”).
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, the Preliminary Prospectus or the Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
October 9, 2020
Page 2
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, the Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and nonassessable.
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 Company’s Current Report on Form 8-K filed with the Commission on October 9, 2020 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 | ||