Exhibit 5.1
|
John T. McKenna +1 650 843 5059 jmckenna@cooley.com |
July 11, 2019
Sunesis Pharmaceuticals, Inc.
395 Oyster Point Boulevard, Suite 400
South San Francisco, CA 94080
Ladies and Gentlemen:
We have acted as counsel to Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and you have requested our opinion with respect to certain matters in connection with the offering by the Company of (i) up to 38,333,717 shares (the “Common Shares”) of the Company’s Common Stock, $0.0001 par value per share (“Common Stock”), including up to 5,000,050 Common Shares that may be sold pursuant to the exercise of an option to purchase additional Common Shares contained in that certain Common Stock Underwriting Agreement (the “CommonAgreement”), dated July 10, 2019, between the Company and Wells Fargo Securities, LLC, as representative of the underwriters named in Schedule A thereto, and pursuant to Registration StatementNo. 333-218607 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the prospectus included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement, dated July 10, 2019, relating to the Common Shares filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (together with the Base Prospectus, the “Common Prospectus”), and (ii) up to 8,333 shares (the “Preferred Shares”, and together with the Common Shares, the “Shares”) of the Company’s Series F Convertible Preferred Stock, $0.0001 par value per share, which Preferred Shares will be convertible into up to 8,333,000 shares of Common Stock (the “Conversion Shares”), contained in that certain Preferred Stock Underwriting Agreement (together with the Common Agreement, the “Agreements”), dated July 10, 2019, between the Company and Wells Fargo Securities, LLC, as representative of the underwriters named in Schedule A thereto, and pursuant to the Registration Statement, the Base Prospectus, and the prospectus supplement, dated July 10, 2019, relating to the Preferred Shares filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (together with the Base Prospectus and the Common Prospectus, the “Prospectuses”).
In connection with this opinion, we have examined and relied upon the Registration Statement and the Prospectuses, the Company’s Amended Restated Certificate of Incorporation (as amended) and Amended and Restated Bylaws, the Agreements and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently sought to verify such matters.
COOLEY LLP 3175 HANOVER STREET PALO ALTO, CA 94304-1130
T: (650)843-5000 F: (650)849-7400 COOLEY.COM
