Attached files

file filename
EX-99.1 - EX-99.1 - WCG Clinical, Inc.d108549dex991.htm
EX-23.2 - EX-23.2 - WCG Clinical, Inc.d108549dex232.htm
EX-23.1 - EX-23.1 - WCG Clinical, Inc.d108549dex231.htm
EX-21.1 - EX-21.1 - WCG Clinical, Inc.d108549dex211.htm
EX-10.13 - EX-10.13 - WCG Clinical, Inc.d108549dex1013.htm
EX-10.12 - EX-10.12 - WCG Clinical, Inc.d108549dex1012.htm
EX-10.11 - EX-10.11 - WCG Clinical, Inc.d108549dex1011.htm
EX-10.8 - EX-10.8 - WCG Clinical, Inc.d108549dex108.htm
EX-10.7 - EX-10.7 - WCG Clinical, Inc.d108549dex107.htm
EX-10.6 - EX-10.6 - WCG Clinical, Inc.d108549dex106.htm
EX-10.4 - EX-10.4 - WCG Clinical, Inc.d108549dex104.htm
EX-10.3 - EX-10.3 - WCG Clinical, Inc.d108549dex103.htm
EX-4.3 - EX-4.3 - WCG Clinical, Inc.d108549dex43.htm
EX-4.2 - EX-4.2 - WCG Clinical, Inc.d108549dex42.htm
EX-4.1 - EX-4.1 - WCG Clinical, Inc.d108549dex41.htm
EX-3.4 - EX-3.4 - WCG Clinical, Inc.d108549dex34.htm
EX-3.2 - EX-3.2 - WCG Clinical, Inc.d108549dex32.htm
EX-3.1 - EX-3.1 - WCG Clinical, Inc.d108549dex31.htm
EX-1.1 - EX-1.1 - WCG Clinical, Inc.d108549dex11.htm
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - WCG Clinical, Inc.d108549ds1a.htm

Exhibit 5.1

 

     1271 Avenue of the Americas
     New York, New York 10020-1401
     Tel: +1.212.906.1200 Fax: +1.212.751.4864
     www.lw.com
     FIRM / AFFILIATE OFFICES
LOGO                                   Beijing    Moscow
     Boston    Munich
     Brussels    New York
     Century City    Orange County
     Chicago    Paris
July 27, 2021      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   

WCG Clinical, Inc.

212 Carnegie Center, Suite 301

Princeton, NJ 08540

 

  Re:

Registration Statement No. 333-257611; 51,750,000 shares of common stock of WCG Clinical, Inc.

Ladies and Gentlemen:

We have acted as special counsel to WCG Clinical, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 51,750,000 shares of common stock, par value $0.01 per share (the “Shares”). The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on July 1, 2021 (Registration No. 333-257611) (as amended, the “Registration Statement”). The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. 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 related prospectus, other than as expressly stated herein with respect to the issue 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 General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.


July 27, 2021

Page 2

 

LOGO

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, 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 form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and 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.

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 Registration Statement and to the reference to our firm in the prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares. 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