Exhibit 5.1
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| | | | One Financial Center Boston, MA 02111 617-542-6000 617-542-2241 fax www.mintz.com | | |
September 21, 2018
Molecular Templates, Inc.
9301 Amberglen Blvd, Suite 100
Austin, TX 78729
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Prospectus Supplement, dated September 20, 2018, to a Prospectus dated November 18, 2015 (the “Prospectus and Prospectus Supplement”), filed pursuant to a Registration Statement on FormS-3, RegistrationNo. 333-207745 (the “Registration Statement”), filed by Molecular Templates, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to an aggregate of 9,430,000 shares (the “Shares”) of its common stock, $0.001 par value per share (the “Common Stock”), which includes 1,230,000 shares of Common Stock that may be sold pursuant to the exercise of an option to purchase additional shares. The Shares are to be sold pursuant to an Underwriting Agreement (the “Underwriting Agreement”) dated September 20, 2018 by and among the Company and Cowen and Company, LLC and Evercore Group L.L.C., as representatives of the underwriters listed in Schedule A thereto, which will be filed as an exhibit to a Current Report on Form8-K and incorporated by reference into the Registration Statement. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Amended and Restated Certificate of Incorporation of the Company, as amended through the date hereof; (ii) the Amended and Restated Bylaws of the Company, as amended through the date hereof; (iii) certain resolutions of the Board of Directors of the Company (the “Board”) relating to the issuance, sale and registration of the Shares; (iv) the Registration Statement, together with the exhibits thereto filed with the Commission; (v) the Underwriting Agreement; and (vi) the Prospectus and Prospectus Supplement. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of certain other corporate records, documents, instruments and certificates of public officials and of the Company, and we have made such inquiries of officers of the Company and public officials and considered such questions of law as we have deemed necessary for purposes of rendering the opinions set forth herein. Our opinions are limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought to independently verify such matters.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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