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EX-1.1 - EXHIBIT 1.1 - Corvus Pharmaceuticals, Inc.tm216892d1_ex1-1.htm
8-K - FORM 8-K - Corvus Pharmaceuticals, Inc.tm216892d1_8k.htm

 

Exhibit 5.1

 

 

 

140 Scott Drive

Menlo Park, California 94025

Tel: +1.650.328.4600 Fax: +1.650.463.2600

 

www.lw.com

 

  FIRM / AFFILIATE OFFICES
  Beijing Moscow
  Boston Munich
  Brussels New York
  Century City Orange County
February 17, 2021 Chicago Paris
  Dubai Riyadh
  Düsseldorf San Diego
  Frankfurt San Francisco
  Hamburg Seoul
  Hong Kong Shanghai
  Houston Silicon Valley
  London Singapore
  Los Angeles Tokyo
  Madrid Washington, D.C.
  Milan  

 

Corvus Pharmaceuticals, Inc.

863 Mitten Road, Suite 102
Burlingame, CA 94010

 

Re: Registration Statement No. 333-237040 on Form
S-3; Up to 9,783,660 shares of Common Stock, par value $0.0001 per share

 

Ladies and Gentlemen:

 

We have acted as special counsel to Corvus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 9,783,660 shares of common stock, $0.0001 par value per share (the “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 9, 2020 (Registration No. 333-237040) (as amended, the “Registration Statement”), a base prospectus dated March 19, 2020 (the “Base Prospectus”) and a prospectus supplement dated February 12, 2021 (together with the Base Prospectus, the “Prospectus”), and an underwriting agreement dated February 12, 2021, by and among Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC as underwriters, 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 or the Prospectus, other than as expressly stated herein with respect to the issuance of the Shares.

 

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, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

 

 

 

 

February 17,2021

Page 2

 

 

 

This opinion is for your benefit in connection with the Registration Statement and the Prospectus 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 February 17, 2021 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 & Watikns LLP