Attached files

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EX-99.2 - EX-99.2 - ChemoCentryx, Inc.d941921dex992.htm
EX-99.1 - EX-99.1 - ChemoCentryx, Inc.d941921dex991.htm
EX-1.1 - EX-1.1 - ChemoCentryx, Inc.d941921dex11.htm
8-K - 8-K - ChemoCentryx, Inc.d941921d8k.htm

Exhibit 5.1

 

LOGO    12670 High Bluff Drive
   San Diego, California 92130
   Tel: +1.858.523.5400 Fax: +1.858.523.5450
   www.lw.com
  

 

FIRM / AFFILIATE OFFICES

   Beijing   Moscow
   Boston   Munich
   Brussels   New York
   Century City   Orange County
   Chicago   Paris
   Dubai   Riyadh
June 11, 2020    Düsseldorf   San Diego
   Frankfurt   San Francisco
   Hamburg   Seoul
   Hong Kong   Shanghai
   Houston   Silicon Valley
   London   Singapore
   Los Angeles   Tokyo
   Madrid   Washington, D.C.
   Milan  

ChemoCentryx, Inc.

850 Maude Avenue

Mountain View, CA 94043

 

  Re:

Registration Statement on Form S-3 (No. 333-239072); 5,980,000 shares of Common Stock, par value $0.001 per share

Ladies and Gentlemen:

We have acted as special counsel to ChemoCentryx, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 5,980,000 shares of common stock of the Company, par value $0.001 per share, including up to 780,000 shares of common stock of the Company issuable upon exercise of the underwriters’ option to purchase additional shares (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 June 10, 2020 (Registration No. 333-239072) (the “Registration Statement”), a base prospectus dated June 10, 2020 included in the Registration Statement at the time it became effective (the “Base Prospectus”), a preliminary prospectus supplement dated June 10, 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 June 10, 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 June 10, 2020 by and among SVB Leerink LLC and Piper Sandler & Co., as representatives of the several underwriters 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.

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.


June 11, 2020

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 Underwriting Agreement, 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 Company’s Form 8-K dated June 11, 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