Exhibit 5.1
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| | | | 140 Scott Drive |
| | | | Menlo Park, California 94025 |
| | | | Tel: +1.650.328.4600 Fax: +1.650.463.2600 |
| | www.lw.com |
| | |
| | | | FIRM / AFFILIATE OFFICES |
| | | | Beijing | | Moscow |
| | | | Boston | | Munich |
| | | | Brussels | | New York |
| | | | Century City | | Orange County |
| | | | Chicago | | Paris |
| | | | Dubai | | Riyadh |
| | | | Düsseldorf | | San Diego |
| | | | Frankfurt | | San Francisco |
| November 6, 2019 | | | | Hamburg | | Seoul |
| | | | Hong Kong | | Shanghai |
| | | | Houston | | Silicon Valley |
| | | | London | | Singapore |
| | | | Los Angeles | | Tokyo |
| Codexis, Inc. | | | | Madrid | | Washington, D.C. |
| 200 Penobscot Drive | | | | Milan | | |
| Redwood City, CA 94063 | | | | | | |
Ladies and Gentlemen:
We have acted as special counsel to Codexis, Inc., a Delaware corporation (the “Company”), in connection with (a) its filing on December 6, 2018 with the Securities and Exchange Commission (the “Commission”) of a registration statement on FormS-3 (as amended, the “Registration Statement”), including a base prospectus (the “Base Prospectus”), which provides that it will be supplemented by one or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a “Prospectus”), under the Securities Act of 1933, as amended (the “Act”), relating to the registration for issue and sale by the Company of (i) shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), (ii) shares of one or more series of the Company’s preferred stock, $0.0001 par value per share, (iii) one or more series of the Company’s debt securities to be issued under an indenture to be entered into between the Company, as issuer, and a third party to be identified therein as trustee (a form of which is included as Exhibit 4.6 to the Registration Statement) and one or more board resolutions, supplements thereto or officer’s certificates thereunder, (iv) warrants, (v) purchase contracts, and (vi) units, and (b) its filing with the Commission on the date hereof of a prospectus supplement (the “Prospectus Supplement”) to the Registration Statement and the Base Prospectus providing for the resale from time to time by the selling stockholders named in the Prospectus Supplement of up to 3,048,780 shares (the “Shares”) of the Common Stock. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related applicable Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.
