Exhibit 5.1
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 | | | | | | Goodwin ProcterLLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 |
April 8, 2020
Chiasma, Inc.
140 Kendrick Street, Building C East
Needham, MA 02494
Re: Securities Registered under Registration Statement on FormS-3
We have acted as counsel to you in connection with your filing of a Registration Statement on FormS-3 (FileNo. 333-233654) (as amended or supplemented, the “Registration Statement”) filed on September 6, 2019 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by Chiasma, Inc., a Delaware corporation (the “Company”) of up to $200,000,000 of any combination of securities of the types specified therein. The Registration Statement was declared effective by the Commission on September 25, 2019. Reference is made to our opinion letter dated September 6, 2019 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on April 8, 2020 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to $60,000,000 in shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) covered by the Registration Statement. The Shares are being offered and sold by the Company through the sales agent named in, and pursuant to, the Open Market Sale Agreement, dated April 7, 2020, between the Company and such sales agent (the “Sales Agreement”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
For purposes of the opinion set forth below, we have assumed that the Shares are issued for a price per share equal to or greater than the minimum price authorized by the Company’s board of directors prior to the date hereof (the “Minimum Price”) and that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares that may be issued for the Minimum Price.
For purposes of the opinion set forth below, we refer to the following as “Future Approval and Issuance”: (a) the approval by the Company’s board of directors (or a duly authorized
