Exhibit 5.1
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 | | | | Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com |
March 20, 2024
Board of Directors
Madrigal Pharmaceuticals, Inc.
Four Tower Bridge
200 Barr Harbor Drive, Suite 200
West Conshohocken, PA 19428
Ladies and Gentlemen:
We are acting as counsel to Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the public offering of up to (i) 1,096,153 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) (including up to 346,153 shares that may be sold upon the exercise of an option to purchase additional shares granted to you) (the “Shares”) of the Company and (ii) pre-funded warrants to purchase up to 1,557,692 shares of Common Stock (the “Pre-Funded Warrants” and the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”), pursuant to the terms of the Underwriting Agreement dated March 18, 2024, between the Company and Goldman Sachs & Co. LLC, Jefferies LLC, Cowen and Company, LLC, Evercore Group L.L.C. and Piper Sandler & Co., as representatives of the underwriters named therein (the “Underwriting Agreement”). The offering of the Shares is being made pursuant to the prospectus supplement, dated March 18, 2024 (the “Prospectus Supplement”) and the accompanying base prospectus dated June 1, 2021 (together with the Prospectus Supplement, the “Prospectus”) that form part of the company’s effective registration statement on Form S-3 (File No. 333-256666) (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules or regulations.
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