Exhibit 5.1
July 26, 2018
Savara Inc.
6836 Bee Cave Road
Building III, Suite 200
Austin, Texas 78746
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the sale and issuance by Savara Inc., a Delaware corporation (the “Company”), of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to an effective shelf registration statement on FormS-3 (FileNo. 333-225994) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and the related prospectus dated July 13, 2018 (the “Base Prospectus”), as supplemented by the prospectus supplement dated July 26, 2018 (the “Prospectus Supplement”) filed with the Commission pursuant to Rule 424(b) promulgated under the Act. The Prospectus Supplement relates to the offering by the Company of up to 4,887,500 shares of the Company’s Common Stock (the “Shares”) covered by the Registration Statement. The Shares include an option granted to the underwriters of the offering to purchase 637,500 Shares. The offering and sale of the Shares are being made pursuant to the Underwriting Agreement between the Company and Jefferies LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein (the “Underwriting Agreement”), dated as of July 26, 2018.
We have examined copies of the Underwriting Agreement, the Registration Statement, the Base Prospectus and the Prospectus Supplement. We have also examined instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed.
In such examination, we have assumed (i) the authenticity of original documents and the genuineness of all signatures, (ii) the conformity to the originals of all documents submitted to us as copies, and (iii) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based on and subject to the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable.
We express no opinion as to the laws of any other jurisdiction other than the federal laws of the United States of America and the General Corporation Law of the State of Delaware.
We hereby consent to the use of this opinion as an exhibit to the Company’s Current Report on Form8-K filed on or about the date hereof, for incorporation by reference into the Registration Statement.
|
| Very truly yours, |
|
| WILSON SONSINI GOODRICH & ROSATI |
| Professional Corporation |
|
| /s/ Wilson Sonsini Goodrich & Rosati |
