Exhibit 5.1
Darren K. DeStefano
T: +1 703 456 8034
ddestefano@cooley.com
March 10, 2017
Cara Therapeutics, Inc.
4 Stamford Plaza
107 Elm Street, 9th Fl.
Stamford, CT 06902
Re: | Registration on Form S-8 |
Ladies and Gentlemen:
We have represented Cara Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with its filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 818,906 shares of the Company’s Common Stock, $0.001 par value per share (the “Shares”) pursuant to the Company’s 2014 Equity Incentive Plan.
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectus, (b) the Company’s Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Registration Statement) and Amended and Restated Bylaws (filed as Exhibit 3.2 to the Registration Statement), each as currently in effect, (c) the Company’s 2014 Equity Incentive Plan and (d) the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought to independently verify such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction are applicable to the subject matter hereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Company’s 2014 Equity Incentive Plan, and the Registration Statement and related prospectus, will be validly issued, fully paid and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM
Cara Therapeutics, Inc.
March 10, 2017
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
COOLEY LLP | ||
By: | /s/ Darren K. Destefano | |
Darren K. DeStefano |
ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM