Exhibit 5.1

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January 23, 2020 | | +1 617 526 6000 (t) +1 617 526 5000 (f) wilmerhale.com |
Tetraphase Pharmaceuticals, Inc.
480 Arsenal Way
Watertown, MA 02472
Re: | Registration Statement on FormS-3 |
Ladies and Gentlemen:
This opinion is being furnished to you in connection with (i) the Registration Statement on FormS-3 (FileNo. 333-222699) (the “Registration Statement”) filed by Tetraphase Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of, among other things, shares of Common Stock of the Company, par value $0.001 per share, and warrants to purchase Common Stock, which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act for an aggregate initial offering price not to exceed $150,000,000, as set forth in the Registration Statement and the prospectus contained therein (the “Base Prospectus”), (ii) the preliminary prospectus supplement, dated January 22, 2020 (the “Preliminary Prospectus Supplement”) and (iii) the prospectus supplement, dated January 22, 2020 (the “Prospectus Supplement” and, together with the Base Prospectus and the Preliminary Prospectus Supplement, the “Prospectus”) relating to the issuance and sale pursuant to the Registration Statement of (i) up to2,380,105 shares of Common Stock (the “Shares”), (ii)pre-funded warrants (the“Pre-Funded Warrants”) to purchase up to an aggregate of 120,000 shares of Common Stock (the“Pre-Funded Warrant Shares”), and (iii) warrants (the “Common Stock Warrants” and together with thePre-Funded Warrants, the “Warrants”) to purchase up to an aggregate of 2,500,105 shares of Common Stock (the “Common Stock Warrant Shares”) and together with thePre-Funded Warrant Shares, the “Warrant Shares”). The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities.”
The Securities are to be offered and sold by the Company pursuant to a securities purchase agreement dated January 22, 2020 (the “Purchase Agreement”), between the Company and the purchasers named therein, which is being filed with the Commission as Exhibit 10.1 to the Company’s Current Report on Form8-K, filed on the date hereof.
