Exhibit 5.1
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 | | DLA Piper LLP (US) 4365 Executive Drive, Suite 1100 San Diego, California 92121-2133 www.dlapiper.com T 858.677.1400 F 858.677.1401 |
December 29, 2020
Histogen Inc.
10655 Sorrento Valley Road, Suite 200
San Diego, CA 92121
Re: Registration Statement on Form S-1 (File No. 333-251491)
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the sale and issuance by Histogen Inc., a Delaware corporation (the “Company”), of Securities (as defined below), pursuant to a Registration Statement on Form S-1 (File No. 333-251491) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the proposed issuance and sale by the Company of (i) up to $10,434,782 shares of its common stock, par value $0.0001 per share (“Shares”), (ii) warrants to purchase up to 10,434,782 Shares (the “Common Stock Warrants”), (iii) pre-funded warrants to purchase up to 10,434,782 Shares (the “Pre-Funded Warrants”); (iv) warrants to purchase up to 521,739 Shares issuable to the Placement Agent (the “Placement Agent Warrants” and, together with the Common Stock Warrants and Pre-Funded Warrants, the “Warrants”), and (v) the Shares issuable upon exercise of the Warrants (the “Warrant Shares”). The Shares, the Warrants, and the Warrant Shares are collectively referred to herein as the “Securities.”
In connection with this opinion, we have examined and relied upon the Registration Statement, including the exhibits thereto, the Company’s Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws, as amended, as currently in effect, the Warrants and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.
In rendering this opinion, we have assumed the genuineness and authenticity of all signatures on original documents; the genuineness and authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness of such documents (other than with respect to the Company).
On the basis of the foregoing, and in reliance thereon, we are of the opinion that (i) the Shares have been duly authorized and, when issued and delivered against payment therefor in the circumstances contemplated by the form of securities purchase agreement most recently filed as an exhibit to the Registration Statement, will be validly issued, fully paid and non-assessable, (ii) when the Warrants have been duly executed and delivered by the Company and duly delivered to the purchasers thereof against payment therefor in the circumstances contemplated by the form of securities purchase agreement or
