Exhibit 5.1
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March 7, 2024
Aldeyra Therapeutics, Inc.
131 Hartwell Avenue, Suite 320
Lexington, MA 02421
| Re: | Aldeyra Therapeutics, Inc. Registration Statement on Form S-8 for 588,897 Shares of Common Stock |
Ladies and Gentlemen:
We refer to the registration statement on Form S-8 (the “Registration Statement”) to be filed by Aldeyra Therapeutics, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”) of (i) 588,897 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock” and such shares the “Shares”) issuable in the aggregate under the Company’s 2016 Employee Stock Purchase Plan (the “ESPP”).
As your counsel, we have examined such matters of fact and questions of law as we have deemed necessary in order to render the opinion set forth herein. In connection with our opinion expressed below, we have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible. We express no opinion as to matters governed by any laws other than the laws of the Delaware General Corporation Law and the federal laws of the United States.
Based upon and subject to the foregoing, we advise you that, in our opinion, when the Shares have been issued and sold pursuant to the applicable provisions of the ESPP, and in accordance with the Registration Statement, such Shares will be validly issued, fully paid and non-assessable shares of the Company’s Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP |
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP |