Exhibit 5.1
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| | 505 Montgomery Street, Suite 2000 |
| | San Francisco, California 94111-6538 |
| | Tel: +1.415.391.0600 Fax: +1.415.395.8095 www.lw.com |
 | | FIRM / AFFILIATE OFFICES |
| | Beijing | | Moscow |
| | Boston | | Munich |
| | Brussels | | New York |
| | Century City | | Orange County |
| | Chicago | | Paris |
| May 7, 2021 | | Dubai | | Riyadh |
| | Düsseldorf | | San Diego |
| | Frankfurt | | San Francisco |
| | 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
| | Re: | Registration Statement No. 333-255926; Up to $50,000,000 of Shares of Common Stock, par value $0.0001 per share |
Ladies and Gentlemen:
We have acted as special counsel to Codexis, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance from time to time of shares of common stock of the Company, par value $0.0001 per share, having an aggregate offering price of up to $50,000,000 (the “Shares”), by the Company pursuant to the equity distribution agreement dated May 7, 2021 (the “Equity Distribution Agreement”) between the Company and Piper Sanlder & Co. The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 7, 2021 (Registration No. 333–255926) (as amended, the “Registration Statement”), a related base prospectus dated May 7, 2021 (the “Base Prospectus”) and a prospectus supplement dated May 7, 2021 filed with the Commission pursuant to Rule 424(b) under the Act (the “Equity Distribution Agreement Prospectus” and, together with the Base Prospectus, the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act. No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the 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.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when (i) the Shares shall have been duly registered on the books of the transfer
