Attached files
file | filename |
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EX-99.2 - EX-99.2 - BridgeBio Pharma, Inc. | d138536dex992.htm |
EX-99.1 - EX-99.1 - BridgeBio Pharma, Inc. | d138536dex991.htm |
EX-1.1 - EX-1.1 - BridgeBio Pharma, Inc. | d138536dex11.htm |
8-K - 8-K - BridgeBio Pharma, Inc. | d138536d8k.htm |
Exhibit 5.1
Goodwin Procter LLP Three Embarcadero Center San Francisco, CA 94111
goodwinlaw.com +1 415 733 6000 |
February 11, 2021
BridgeBio Pharma, Inc.
421 Kipling Street
Palo Alto, CA 94301
Re: | Securities Registered under Registration Statement on Form S-3 |
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (File No. 333-240147) (as amended or supplemented, the Registration Statement) filed on July 28, 2020 with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the Securities Act), relating to the registration of up to 65,121,374 shares of common stock, par value $0.001 (the Common Stock), of BridgeBio Pharma, Inc., a Delaware corporation (the Company), to be sold from time to time by the selling stockholders listed in the Registration Statement under the caption Selling Stockholders. The Registration Statement was declared effective by the Commission on July 28, 2020. Reference is made to our opinion letter dated July 28, 2020 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the Prospectus Supplement) filed on February 16, 2021 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to 3,450,000 shares (Shares) of the Companys Common Stock covered by the Registration Statement. The Shares include shares purchasable by the underwriters upon their exercise of an over-allotment option granted to the underwriters by one of the Selling Stockholders. The Shares are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company, such Selling Stockholder and such underwriters.
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and validly issued and are fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption Legal Matters in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours, |
/s/ Goodwin Procter LLP |
GOODWIN PROCTER LLP |