Exhibit 5.1
April 12, 2021
Amyris, Inc.
5885 Hollis Street, Ste. 100
Emeryville, California 94608
Ladies and Gentlemen:
We deliver this opinion with respect to certain matters in connection with the offering by Amyris, Inc., a Delaware corporation (the “Company”), of up to (1) 8,805,345 shares (the “Company Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (2) 13,099,416 shares of the Common Stock (the “Selling Stockholders Shares” and together with the Company Shares, the “Shares”) held by the Selling Stockholders (as defined below) pursuant to that certain Underwriting Agreement (the “Underwriting Agreement”), dated as of April 8, 2021, by and among the Company, J.P. Morgan Securities LLC and Cowen and Company, LLC, as the representatives of the several underwriters named in Schedule 1 thereto and certain stockholders of the Company named in Schedule 2 thereto (the “Selling Stockholders”). The Shares were registered pursuant to an automatic shelf Registration Statement on Form S-3 (File No. 333-255105) filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 7, 2021 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) including the prospectus dated April 7, 2021 included therein (the “Base Prospectus”), and the prospectus supplement dated April 8, 2021 (the “Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b) under the Securities Act (The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus”). The offering of the Company Shares by the Company and the Selling Stockholders Shares by the Selling Stockholders pursuant to the Registration Statement, the Prospectus and the Underwriting Agreement is referred to herein as the “Offering.”
In connection with our opinion expressed below we have examined originals or copies of the Underwriting Agreement, the Registration Statement, the Company’s Restated Certificate of Incorporation, as amended (the “Restated Certificate”) and the Company’s Restated Bylaws, as amended (the “Bylaws” and, together with the Restated Certificate, as each may be amended, modified or restated, the “Charter Documents”), certain minutes and consents of the Company’s board of directors (the “Board”) or a committee or committees thereof relating to the Registration Statement, the Charter Documents, the Offering, and such other agreements, documents, certificates and statements of the Company, its transfer agent and public or government officials, as we have deemed advisable, and have examined such questions of law as we have considered necessary. In giving our opinion, we have also relied upon a management certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations.
In our examination of documents we have assumed, and express no opinion as to, the genuineness of all signatures on documents submitted to us, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the absence of any undisclosed termination, modification, waiver or amendment to any document reviewed by us, and the due authorization, execution and delivery of all such documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof.
