Exhibit 5.1
Charles S. Kim
T: +1 858 550 6049
ckim@cooley.com
January 30, 2015
TRACON Pharmaceuticals, Inc.
8310 University Center Lane, Suite 700
San Diego, California 92122
Ladies and Gentlemen:
You have requested our opinion, as counsel to TRACON Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission, covering the offering of up to an aggregate of 3,060,315 shares of the Company’s Common Stock, $0.001 par value (the “Shares”), including (i) 1,023,847 shares (the “2011 Plan Shares”) reserved for issuance under the Company’s 2011 Equity Incentive Plan (the “2011 Plan”), (ii) 1,853,006 shares (the “2015 Plan Shares”) reserved for issuance under the Company’s 2015 Equity Incentive Plan (the “2015 Plan”), and (iii) 183,462 shares (the “ESPP Shares”) reserved for issuance pursuant to the Company’s 2015 Employee Stock Purchase Plan (the “ESPP”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses, the Company’s Amended and Restated Certificate of Incorporation, as amended, and Bylaws, as amended, its forms of Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to be effective upon the closing of the Company’s initial public offering, the 2011 Plan, the 2015 Plan, the ESPP and 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. 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.
Our opinion is expressed only with respect to the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the 2011 Plan Shares, when sold and issued in accordance with the 2011 Plan, the 2015 Plan Shares when sold and issued in accordance with the 2015 Plan and the ESPP Shares, when sold and issued in accordance with the ESPP, and in each case when sold and issued in accordance with 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).
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM
TRACON Pharmaceuticals, Inc.
January 30, 2015
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
By: | /s/ Charles S. Kim |
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| Charles S. Kim |
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4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM