Attached files

file filename
EX-4.5.3 - EX-4.5.3 - Centrexion Therapeutics Corpd617454dex453.htm
S-1/A - S-1/A - Centrexion Therapeutics Corpd617454ds1a.htm
EX-23.1 - EX-23.1 - Centrexion Therapeutics Corpd617454dex231.htm
EX-10.9 - EX-10.9 - Centrexion Therapeutics Corpd617454dex109.htm
EX-10.7.2 - EX-10.7.2 - Centrexion Therapeutics Corpd617454dex1072.htm
EX-10.7.1 - EX-10.7.1 - Centrexion Therapeutics Corpd617454dex1071.htm
EX-10.5 - EX-10.5 - Centrexion Therapeutics Corpd617454dex105.htm
EX-10.4 - EX-10.4 - Centrexion Therapeutics Corpd617454dex104.htm
EX-10.3 - EX-10.3 - Centrexion Therapeutics Corpd617454dex103.htm
EX-10.2 - EX-10.2 - Centrexion Therapeutics Corpd617454dex102.htm
EX-4.5.2 - EX-4.5.2 - Centrexion Therapeutics Corpd617454dex452.htm
EX-4.5.1 - EX-4.5.1 - Centrexion Therapeutics Corpd617454dex451.htm
EX-4.4.4 - EX-4.4.4 - Centrexion Therapeutics Corpd617454dex444.htm
EX-4.4.3 - EX-4.4.3 - Centrexion Therapeutics Corpd617454dex443.htm
EX-4.4.2 - EX-4.4.2 - Centrexion Therapeutics Corpd617454dex442.htm
EX-4.4.1 - EX-4.4.1 - Centrexion Therapeutics Corpd617454dex441.htm
EX-4.3.3 - EX-4.3.3 - Centrexion Therapeutics Corpd617454dex433.htm
EX-4.3.2 - EX-4.3.2 - Centrexion Therapeutics Corpd617454dex432.htm
EX-4.3.1 - EX-4.3.1 - Centrexion Therapeutics Corpd617454dex431.htm
EX-4.2 - EX-4.2 - Centrexion Therapeutics Corpd617454dex42.htm
EX-4.1 - EX-4.1 - Centrexion Therapeutics Corpd617454dex41.htm
EX-3.4 - EX-3.4 - Centrexion Therapeutics Corpd617454dex34.htm
EX-3.3 - EX-3.3 - Centrexion Therapeutics Corpd617454dex33.htm
EX-3.1 - EX-3.1 - Centrexion Therapeutics Corpd617454dex31.htm
EX-1.1 - EX-1.1 - Centrexion Therapeutics Corpd617454dex11.htm

Exhibit 5.1

 

  

200 Clarendon Street

Boston, Massachusetts 02116

Tel: +1.617.948.6000 Fax: +1.617.948.6001

www.lw.com

 

LOGO    FIRM / AFFILIATE OFFICES
   Beijing    Moscow
   Boston    Munich
   Brussels    New York
   Century City    Orange County
   Chicago    Paris
   Dubai    Riyadh
November 5, 2018    Düsseldorf    Rome
   Frankfurt    San Diego
   Hamburg    San Francisco
   Hong Kong    Seoul
   Houston    Shanghai
   London    Silicon Valley
Centrexion Therapeutics Corporation    Los Angeles    Singapore
200 State Street    Madrid    Tokyo
Boston, MA 02109    Milan    Washington, D.C.

 

Re:    Registration Statement No. 333-227902;
   $92,000,000 of shares of Common Stock, $0.001 par value per share

Ladies and Gentlemen:

We have acted as special counsel to Centrexion Therapeutics Corporation, a Delaware corporation (the “Company”), in connection with the proposed issuance of up to $92,000,000 of shares (including shares subject to the underwriters’ option to purchase additional shares) of common stock, $0.001 par value 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 October 19, 2018 (Registration No. 333-227902) (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 the General Corporation Law of the State of Delaware 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, 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 total numbers that do not exceed the total number of shares available under the Company’s certificate of incorporation and in the


November 5, 2018

Page 2

 

LOGO

 

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 General Corporation Law of the State of Delaware.

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