Exhibit 5.1
| | |

| | SIDLEY AUSTIN LLP 1001 PAGE MILL ROAD BUILDING 1 PALO ALTO, CA 94304 +1 650 565 7000 +1 650 565 7100 FAX AMERICA • ASIA PACIFIC • EUROPE |
September 11, 2018
Dicerna Pharmaceuticals, Inc.
87 Cambridgepark Drive
Cambridge, MA 02140
| Re: | Registration Statement on FormS-3 |
Ladies and Gentlemen:
We refer to the Registration Statement on FormS-3 (RegistrationNo. 333-224989) (the “Registration Statement”), filed by Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement was declared effective on May 31, 2018. Pursuant to the Registration Statement, the Company is issuing up to 8,832,565 shares (the “Shares”) of its Common Stock, $0.0001 par value per share. The Shares are to be sold by the Company pursuant to an underwriting agreement dated September 6, 2018 (the “Underwriting Agreement”) among the Company and the Underwriters named therein.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of RegulationS-K under the Securities Act.
We have examined the Registration Statement, the Company’s base prospectus dated May 31, 2018 (the “Base Prospectus”), the Company’s prospectus supplement dated September 6, 2018 supplementing the Base Prospectus and relating to the Shares (the “Prospectus Supplement”), the Underwriting Agreement, the Company’s certificate of incorporation and the resolutions adopted by the board of directors of the Company and the pricing committee thereof established by such board relating to the Registration Statement and the issuance of the Shares by the Company. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.
SIDLEY AUSTIN (CA) LLP IS A DELAWARE LIMITED LIABILITY PARTNERSHIP DOING BUSINESS AS SIDLEY AUSTIN LLP AND PRACTICING IN AFFILIATION WITH OTHER SIDLEY AUSTIN PARTNERSHIPS.