Exhibit 5.1
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December 4, 2018 | | | | 12670 High Bluff Drive San Diego, California 92130 Tel: +1.858.523.5400 Fax: +1.858.523.5450 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf Rome Frankfurt San Diego Hamburg San Francisco Hong Kong Seoul Houston Shanghai London Silicon Valley Los Angeles Singapore Madrid Tokyo Milan Washington, D.C. |
ChemoCentryx, Inc.
850 Maude Avenue
Mountain View, CA 94043
| Re: | Registration Statement on FormS-3 (No.333-210731); Shares of Common Stock, par value $0.001 per share, having an aggregate offering price of up to $75,000,000 |
Ladies and Gentlemen:
We have acted as special counsel to ChemoCentryx, Inc., a Delaware corporation (the “Company”), in connection withthe sale through Piper Jaffray & Co. (“Piper Jaffray”) as the sales agent from time to time by the Company of shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000, to be issued pursuant to a registration statement on FormS-3 filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 13, 2016 (RegistrationNo. 333-210731) (the “Registration Statement”), the base prospectus included in the Registration Statement (the “Base Prospectus”) and the prospectus supplement dated December 4, 2018 filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Act”) (together with the Base Prospectus, the “Prospectus”), and that certain Equity Distribution Agreement, dated as of December 4, 2018, by and between the Company and Piper Jaffray (the “Equity Distribution Agreement”).
The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act, in connection with the offering contemplated by the Registration Statement. 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 the Prospectus, other than as expressly stated herein with respect to the issue of the Shares.