Exhibit 5.1
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February 13, 2020
Board of Directors
Vaccinex, Inc.
1895 Mount Hope Avenue
Rochester, NY 14620
Ladies and Gentlemen:
We are acting as counsel to Vaccinex, Inc., a Delaware corporation (the “Company”), in connection with its registration statement onForm S-3 (the “Registration Statement”), filed with the Securities and Exchange Commission relating to the proposed public offering of up to $125,000,000 in aggregate amount of shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), all of which may be sold from time to time and on a delayed or continuous basis, as set forth in the prospectus that forms a part of the Registration Statement, and as to be set forth in one or more supplements to the prospectus. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of RegulationS-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
For purposes of this opinion letter, we have assumed that (i) the issuance, sale and number of any Shares to be offered from time to time by the Company will have been duly authorized by proper action of the board of directors of the Company or a duly authorized committee of such board (“Board Action”) consistent with the procedures and terms described in the Registration Statement and in accordance with and subject to the limits of the Company’s charter and bylaws and applicable Delaware corporate law, in a manner that does not violate any law, government or court-imposed order or restriction or agreement or instrument then binding on the Company; (ii) at the time of offer, issuance and sale of any Shares, the Registration Statement will have been declared effective under
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