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EXHIBIT 5.1
November 25, 2019
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 November 20, 2019, to a Prospectus dated February 13, 2019 (the “Prospectus and Prospectus Supplement”), filed pursuant to a Registration Statement on FormS-3, RegistrationNo. 333-228975 (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 6,900,000 shares of its common stock, $0.001 par value per share (the “Common Stock”), which includes 900,000 shares of Common Stock that may be sold pursuant to the exercise of an option to purchase additional shares, as well as 250 shares of Series A Convertible Preferred Stock, $0.001 par value (the “Preferred Stock”, and together with the shares of Common Stock to be sold pursuant to the Prospectus and Prospectus Supplement, the “Shares”). The shares of Common Stock issuable upon conversion of the Preferred Stock are hereinafter referred to as the “Conversion Shares”. The Shares are to be sold pursuant to an Underwriting Agreement (the “Underwriting Agreement”) dated November 20, 2019 by and among the Company and Cowen and Company, LLC, Barclays Capital Inc. and Stifel, Nicolaus & Company, Incorporated, 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.
BOSTON LONDON LOS ANGELES NEW YORK SAN DIEGO SAN FRANCISCO WASHINGTON
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.